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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ______ To ______
Commission File Number 0-850
[KEYCORP LOGO]
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(Exact name of registrant as specified in its charter)
OHIO 34-6542451
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
127 PUBLIC SQUARE, CLEVELAND, OHIO 44114-1306
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(Address of principal executive offices) (Zip Code)
(216) 689-6300
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Shares with a par value of $1 each 447,305,858 Shares
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(Title of class) (Outstanding at October 29, 1999)
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KEYCORP
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements Page Number
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Consolidated Balance Sheets --
September 30, 1999, December 31, 1998 and September 30, 1998 3
Consolidated Statements of Income --
Three months and nine months ended September 30, 1999 and 1998 4
Consolidated Statements of Changes in Shareholders' Equity --
Nine months ended September 30, 1999 and 1998 5
Consolidated Statements of Cash Flow --
Nine months ended September 30, 1999 and 1998 6
Notes to Consolidated Financial Statements 7
Independent Accountants' Review Report 23
Item 2. Management's Discussion and Analysis of Financial Condition
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and Results of Operations 24
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Item 3. Quantitative and Qualitative Disclosure of Market Risk 47
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings 48
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Item 5. Other Information 49
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Item 6. Exhibits and Reports on Form 8-K 49
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Signature 50
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KEYCORP AND SUBSIDIARIES
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Consolidated Balance Sheets
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SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
dollars in millions 1999 1998 1998
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(Unaudited) (Unaudited)
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ASSETS
Cash and due from banks $ 3,018 $ 3,296 $ 2,750
Short-term investments 2,094 1,974 2,212
Securities available for sale 6,567 5,278 5,928
Investment securities (fair value: $1,005, $1,004 and $1,015) 989 976 984
Loans, net of unearned income of $1,566, $1,533 and $1,404 63,181 62,012 59,444
Less: Allowance for loan losses 930 900 900
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Net loans 62,251 61,112 58,544
Premises and equipment 818 902 876
Goodwill 1,422 1,430 1,038
Other intangible assets 64 79 83
Corporate owned life insurance 2,080 2,008 1,974
Other assets 3,274 2,965 3,302
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Total assets $82,577 $80,020 $77,691
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LIABILITIES
Deposits in domestic offices:
Noninterest-bearing $ 9,050 $ 9,540 $ 8,732
Interest-bearing 34,029 32,091 31,841
Deposits in foreign office -- interest-bearing 387 952 2,024
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Total deposits 43,466 42,583 42,597
Federal funds purchased and securities sold under repurchase agreements 3,510 4,468 6,652
Bank notes and other short-term borrowings 8,551 9,728 7,576
Other liabilities 3,595 3,110 2,963
Long-term debt 15,815 12,967 11,353
Corporation-obligated mandatorily redeemable preferred capital securities
of subsidiary trusts holding solely debentures of the Corporation
(See Note 9) 1,243 997 997
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Total liabilities 76,180 73,853 72,138
SHAREHOLDERS' EQUITY
Preferred stock, $1 par value; authorized 25,000,000 shares, none issued -- -- --
Common Shares, $1 par value; authorized 1,400,000,000 shares;
issued 491,888,780 shares 492 492 492
Capital surplus 1,412 1,412 1,283
Retained earnings 5,686 5,192 5,038
Loans to ESOP trustee (24) (34) (34)
Treasury stock, at cost (43,064,912, 39,437,183 and 55,796,496 shares) (1,058) (923) (1,267)
Accumulated other comprehensive (loss) income (111) 28 41
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Total shareholders' equity 6,397 6,167 5,553
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Total liabilities and shareholders' equity $82,577 $80,020 $77,691
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See Notes to Consolidated Financial Statements (Unaudited).
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KEYCORP AND SUBSIDIARIES
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Consolidated Statements of Income (Unaudited)
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THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
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dollars in millions, except per share amounts 1999 1998 1999 1998
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INTEREST INCOME
Loans $1,299 $1,274 $3,800 $3,657
Taxable investment securities 4 2 11 9
Tax-exempt investment securities 7 11 24 36
Securities available for sale 106 104 310 350
Short-term investments 17 24 61 62
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Total interest income 1,433 1,415 4,206 4,114
INTEREST EXPENSE
Deposits 331 339 955 1,032
Federal funds purchased and securities sold
under repurchase agreements 51 99 168 281
Bank notes and other short-term borrowings 103 108 310 320
Long-term debt, including capital securities 248 188 691 484
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Total interest expense 733 734 2,124 2,117
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NET INTEREST INCOME 700 681 2,082 1,997
Provision for loan losses 78 71 265 220
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Net interest income after provision for loan losses 622 610 1,817 1,777
NONINTEREST INCOME
Trust and asset management income 112 82 328 239
Service charges on deposit accounts 83 77 246 230
Investment banking and capital markets income 77 62 243 159
Insurance and brokerage income 46 22 162 68
Corporate owned life insurance income 25 25 76 72
Credit card fees 16 18 47 50
Net loan securitization gains 32 7 82 7
Net securities gains 2 -- 26 4
Gains from branch divestitures -- -- -- 39
Gains from other divestitures 13 -- 161 23
Other income 83 99 253 237
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Total noninterest income 489 392 1,624 1,128
NONINTEREST EXPENSE
Personnel 356 317 1,111 913
Net occupancy 58 58 175 170
Equipment 48 46 153 134
Computer processing 60 46 173 127
Marketing 35 25 84 81
Amortization of intangibles 25 22 79 67
Professional fees 18 14 50 46
Other expense 101 100 341 278
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Total noninterest expense 701 628 2,166 1,816
INCOME BEFORE INCOME TAXES 410 374 1,275 1,089
Income taxes 140 122 432 353
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NET INCOME $ 270 $ 252 $ 843 $ 736
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Per Common Share:
Net income $ .60 $ .57 $ 1.88 $ 1.68
Net Income - assuming dilution .60 .57 1.86 1.65
Weighted average Common Shares outstanding (000) 448,742 438,856 448,764 439,180
Weighted average Common Shares and potential Common
Shares outstanding (000) 452,886 443,750 453,267 445,047
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See Notes to Consolidated Financial Statements (Unaudited).
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<TABLE>
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KEYCORP AND SUBSIDIARIES
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Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
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ACCUMULATED
LOANS TO TREASURY OTHER
COMMON CAPITAL RETAINED ESOP STOCK, COMPREHENSIVE COMPREHENSIVE
DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS SHARES SURPLUS EARNINGS TRUSTEE AT COST (LOSS) INCOME INCOME (2)
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BALANCE AT DECEMBER 31, 1997 $492 $1,283 $4,611 $(42) $(1,174) $11
Net income 736 $736
Other comprehensive income:
Net unrealized gains on securities available
for sale, net of income taxes of $16(1) 30 30
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Total comprehensive income $766
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Cash dividends on Common Shares ($.705 per share) (309)
Issuance of Common Shares under employee benefit
and dividend reinvestment plans-2,757,854 net
shares 60
Repurchase of Common Shares-4,729,400 shares (153)
ESOP transactions 8
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BALANCE AT SEPTEMBER 30, 1998 $492 $1,283 $5,038 $(34) $(1,267) $41
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BALANCE AT DECEMBER 31, 1998 $492 $1,412 $5,192 $(34) $ (923) $ 28
Net income 843 $843
Other comprehensive losses:
Net unrealized losses on securities available
for sale, net of income taxes of $(85)(1) (136) (136)
Foreign currency translation adjustments (3) (3)
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Total comprehensive income $704
====
Cash dividends on Common Shares ($.78 per share) (350)
Issuance of Common Shares:
Acquisition - 632,183 shares 6 15
Employee benefit and dividend reinvestment
plans - 2,146,512 net shares (6) 52
Repurchase of Common Shares-6,406,424 shares (202)
ESOP transactions 1 10
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BALANCE AT SEPTEMBER 30, 1999 $492 $1,412 $5,686 $(24) $(1,058) $(111)
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(1) Net of reclassification adjustments.
(2) For the three months ended September 30, 1999 and 1998, comprehensive income was $266 million and $265 million, respectively.
See Notes to Consolidated Financial Statements (Unaudited).
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KEYCORP AND SUBSIDIARIES
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Consolidated Statements of Cash Flow (Unaudited)
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NINE MONTHS ENDED SEPTEMBER 30,
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in millions 1999 1998
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OPERATING ACTIVITIES
Net income $ 843 $ 736
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 265 220
Depreciation expense and software amortization 219 173
Amortization of intangibles 79 67
Net gains from divestitures (161) (62)
Net securities gains (26) (4)
Net gains from loan securitizations and sales (107) (51)
Deferred income taxes 304 241
Net (increase) decrease in mortgage loans held for sale (13) 70
Net increase in trading account assets (326) (64)
Decrease in accrued restructuring charge (2) (23)
Other operating activities, net (324) (364)
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NET CASH PROVIDED BY OPERATING ACTIVITIES 751 939
INVESTING ACTIVITIES
Net increase in loans, excluding acquisitions, sales and divestitures (6,019) (6,554)
Purchases of loans (7) (859)
Proceeds from loan securitizations and sales 4,374 962
Purchases of investment securities (169) (83)
Proceeds from sales of investment securities 9 44
Proceeds from prepayments and maturities of investment securities 192 310
Purchases of securities available for sale (4,241) (123)
Proceeds from sales of securities available for sale 382 62
Proceeds from prepayments and maturities of securities available for sale 2,961 1,869
Net (increase) decrease in other short-term investments 206 (219)
Purchases of premises and equipment (61) (55)
Proceeds from sales of premises and equipment 23 27
Proceeds from sales of other real estate owned 10 8
Net cash paid in connection with divestitures - (433)
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NET CASH USED IN INVESTING ACTIVITIES (2,340) (5,044)
FINANCING ACTIVITIES
Net increase (decrease) in deposits 883 (1,818)
Net increase (decrease) in short-term borrowings (2,115) 1,284
Net proceeds from issuance of long-term debt, including capital securities 5,147 4,767
Payments on long-term debt, including capital securities (2,094) (614)
Loan payment received from ESOP trustee 10 8
Purchases of treasury shares (202) (153)
Net proceeds from issuance of common stock 32 39
Cash dividends (350) (309)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 1,311 3,204
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NET DECREASE IN CASH AND DUE FROM BANKS (278) (901)
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 3,296 3,651
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CASH AND DUE FROM BANKS AT END OF PERIOD $3,018 $2,750
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Additional disclosures relative to cash flow:
Interest paid $2,013 $1,965
Income taxes paid 170 84
Net amount received on portfolio swaps 8 22
Noncash items:
Transfer of credit card receivables to loans held for sale $1,299 -
Reclassification of financial instruments from loans to securities available for sale 374 -
Fair value of Concord EFS, Inc. shares received 170 -
Carrying amount of Electronic Payment Services, Inc. shares divested 36 -
Assets sold - $165
Liabilities sold - 660
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See Notes to Consolidated Financial Statements (Unaudited).
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Notes to Consolidated Financial Statements
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1. BASIS OF PRESENTATION
The unaudited condensed consolidated interim financial statements include the
accounts of KeyCorp (the "parent company") and its subsidiaries (collectively
referred to as "Key"). All significant intercompany accounts and transactions
have been eliminated in consolidation. In the opinion of management, the
unaudited condensed consolidated interim financial statements reflect all
adjustments of a normal recurring nature and disclosures which are necessary for
a fair presentation of the results for the interim periods presented, and should
be read in conjunction with the audited consolidated financial statements and
related notes included in Key's 1998 Annual Report to Shareholders. In addition,
certain reclassifications have been made to prior period amounts to conform to
the current presentation. The results of operations for the interim periods are
not necessarily indicative of the results of operations to be expected for the
full year.
ACCOUNTING PRONOUNCEMENTS ADOPTED IN 1999
As of January 1, 1999, Key adopted Statement of Financial Accounting Standard
("SFAS") No. 134, "Accounting for Mortgage-Backed Securities Retained after the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise." SFAS No. 134 amends SFAS No. 65, "Accounting for Certain Mortgage
Banking Activities" and SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." SFAS No. 134 requires an entity engaged in mortgage
banking activities to classify mortgage-backed securities or other retained
interests resulting from a mortgage loan securitization based on its ability and
intent to sell or hold those assets. The statement conforms the accounting for
securities and uncertificated interests retained after the securitization of
mortgage loans to the accounting for securities and uncertificated interests
retained after the securitization of other types of assets by a non-mortgage
banking enterprise. To date, Key has retained only uncertificated interests
resulting from mortgage loan securitizations. These retained interests are
classified as either available-for-sale or trading securities. Since Key was in
compliance with the standard at the date of adoption, SFAS No. 134 had minimal
impact on Key's financial condition and results of operations.
As of January 1, 1999, Key adopted Statement of Position ("SOP") 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." This SOP provides guidance on accounting for such costs,
including the characteristics to be considered in defining internal-use software
and the circumstances under which related costs should be expensed or
capitalized. The provisions of SOP 98-1 are substantially consistent with Key's
prior accounting policy for internally developed software. As a result, the
effect of prospective adoption did not have a material impact on Key's financial
condition or results of operations.
ACCOUNTING PRONOUNCEMENTS PENDING ADOPTION
In July 1999, the Financial Accounting Standards Board ("FASB") issued SFAS No.
137, "Deferral of the Effective Date of SFAS No. 133," that delays the effective
date of SFAS No. 133 until fiscal years beginning after June 15, 2000. SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," establishes
accounting and reporting standards for derivative instruments including certain
derivative instruments embedded in other contracts (collectively "derivatives")
and for hedging activities. It requires that all derivatives be recognized on
the balance sheet at fair value. Changes in the fair value of all derivatives
qualifying as hedges will be recognized currently in earnings or comprehensive
income. Depending on the nature of the hedge, and the extent to which it is
effective, the changes in fair value will be offset against the change in fair
value of the hedged item (which also is recognized in earnings) or recorded in
comprehensive income and subsequently recognized in earnings in the period the
hedged item affects earnings. The portion of a hedge that is deemed ineffective
and all changes in the fair value of derivatives not designated as hedges will
be recognized immediately in earnings. Key will adopt the provisions of SFAS No.
133 as of January 1, 2001. Management is currently reviewing SFAS No. 133 to
determine the extent to which the statement will alter Key's use of certain
derivatives in the future and the impact on its financial condition and results
of operations.
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2. EARNINGS PER COMMON SHARE
The computation of Key's basic and diluted earnings per Common Share is as
follows:
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THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
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dollars in millions, except per share amounts 1999 1998 1999 1998
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NET INCOME $ 270 $ 252 $ 843 $ 736
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WEIGHTED AVERAGE COMMON SHARES
Weighted average Common Shares outstanding (000) 448,742 438,856 448,764 439,180
Potential addition to Common Shares (000)(1) 4,144 4,894 4,503 5,867
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Weighted average Common Shares and potential
Common Shares outstanding (000) 452,886 443,750 453,267 445,047
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EARNINGS PER COMMON SHARE
Net income per Common Share $ .60 $ .57 $1.88 $1.68
Net income per Common Share - assuming dilution .60 .57 1.86 1.65
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(1) Represents the effect of dilutive common stock options.
</TABLE>
3. MERGERS, ACQUISITIONS AND DIVESTITURES
Mergers, acquisitions and divestitures completed by Key during 1998 and the
first nine months of 1999 are summarized below.
COMPLETED MERGERS AND ACQUISITIONS
MCDONALD & COMPANY INVESTMENTS, INC.
On October 23, 1998, Key acquired McDonald & Company Investments, Inc.
("McDonald"), a full-service investment banking and securities brokerage company
headquartered in Cleveland, Ohio, with assets of approximately $776 million at
the time of the transaction. Under the terms of the agreement, 19,337,159 Common
Shares, with a value of approximately $581 million, were issued in a transaction
structured as a tax-free merger and accounted for as a purchase. Key recorded
goodwill of $444 million, which is being amortized using the straight-line
method over a period of 25 years. In addition, Key established a retention
program for certain McDonald employees under which stock options for
approximately 3.3 million Key Common Shares were granted and will vest over a
three-year period, and approximately $30 million in cash may be paid over the
three-year period.
LEASETEC CORPORATION
On July 1, 1997, Key acquired an 80% interest (with an option to purchase the
remaining 20%) in Leasetec Corporation ("Leasetec"), an equipment leasing
company headquartered in Boulder, Colorado, with assets of approximately $1.1
billion at the time of the transaction and operations in the United States and
overseas. In connection with the transaction, which was accounted for as a
purchase, Key recorded goodwill of approximately $126 million, which is being
amortized using the straight-line method over a period of 25 years. On June 26,
1998, Key acquired the remaining 20% interest in Leasetec. This resulted in
additional goodwill of approximately $26 million, which is being amortized over
the remainder of the 25-year period which began July 1, 1997. In accordance with
a confidentiality clause in the purchase agreement, the terms, which are not
material, have not been publicly disclosed.
COMPLETED DIVESTITURES
COMPAQ CAPITAL EUROPE LLC AND COMPAQ CAPITAL ASIA PACIFIC LLC
On July 28, 1999, Key sold to Compaq Capital Corporation ("Compaq") its 50%
ownership interests in Compaq Capital Europe LLC and Compaq Capital Asia Pacific
LLC. These companies were formed with Compaq in 1998 to provide customized
equipment leasing and financing programs to Compaq's customers in the United
Kingdom, Europe and Asia. Key recognized a gain of $13 million ($8 million after
tax) which was recorded in gains from other divestitures on the income
statement.
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ELECTRONIC PAYMENT SERVICES, INC.
On February 28, 1999, Electronic Payment Services, Inc. ("EPS"), an electronic
funds transfer processor in which Key held a 20% ownership interest, merged with
a wholly owned subsidiary of Concord EFS, Inc. ("Concord EFS"), a Delaware
corporation. Key received 5,931,825 shares of Concord EFS and recognized
a gain of $134 million ($85 million after tax). The gain was recorded in gains
from other divestitures on the income statement. On June 17, 1999, Key sold the
Concord EFS shares and recognized a gain of $15 million ($9 million after tax).
The gain was recorded in net securities gains on the income statement.
KEY MERCHANT SERVICES, LLC
On January 21, 1998, Key sold to NOVA Information Systems, Inc. ("NOVA") a 51%
interest in Key Merchant Services, LLC, a wholly owned subsidiary formed to
provide merchant credit card processing services to businesses. Key recognized a
$23 million gain ($14 million after tax) at the time of closing. Under the terms
of the agreement with NOVA, Key was entitled to receive additional consideration
if certain revenue-related performance targets were met. Accordingly, Key
recognized a gain of $27 million ($17 million after tax) in the fourth quarter
of 1998 and recorded a final gain of $14 million ($9 million after tax) during
the first quarter of 1999. These gains were recorded in gains from other
divestitures on the income statement. In accordance with a confidentiality
clause in the agreement, the terms, which are not material, have not been
disclosed.
BRANCH DIVESTITURES
During 1998, Key sold 46 branch offices ("KeyCenters") with deposits of
approximately $658 million, resulting in aggregate gains of $39 million ($22
million after tax). The gains were recorded in gains from branch divestitures on
the income statement.
TRANSACTION PENDING AT SEPTEMBER 30, 1999
LONG ISLAND FRANCHISE
On October 18, 1999, Key sold its Long Island franchise, which included 28
KeyCenters with approximately $1.3 billion in deposits and $505 million in
loans, resulting in an aggregate gain of $196 million ($125 million after tax),
subject to final post-closing adjustments.
4. LINE OF BUSINESS RESULTS
Key's four major lines of business as described below are Key Corporate Capital,
Key Consumer Finance, Key Community Bank and Key Capital Partners.
KEY CORPORATE CAPITAL
Key offers a complete range of financing, transaction processing and financial
advisory services to corporations throughout the country through Key Corporate
Capital. This line of business also operates one of the largest bank-affiliated
equipment leasing companies with operations conducted both domestically and
throughout Europe and Asia. Key Corporate Capital's business units are organized
around the following specialized industry client segments: commercial real
estate, lease financing, structured finance, healthcare and
media/telecommunications. In serving these targeted segments, Key Corporate
Capital provides a number of specialized services including international
banking, corporate finance advisory services and, based on transaction volume,
is a leading provider of cash management services. Key Corporate Capital also
provides investment banking, capital markets, 401(k) and trust custody products
through Key Capital Partners.
KEY CONSUMER FINANCE
Key Consumer Finance is responsible for Key's indirect, non-branch-based
consumer loan products. This line of business specializes in automobile loans
and leases, home equity loans, education loans, marine and recreational vehicle
loans and credit cards. As of December 31, 1998, based on the volume of loans
generated, Key Consumer Finance was one of the five largest education lenders in
the nation, ranked in the top ten in retail automobile financing and was one of
the leading providers of financing for consumer purchases of marine and
recreational vehicles.
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KEY COMMUNITY BANK
Key Community Bank is responsible for delivering a complete line of branch-based
financial products and services to small businesses, consumers, and commercial
banking businesses. The delivery of these products and services is accomplished
through 963 full-service banking offices ("Key Centers"), a 24-hour telephone
banking call center services group, 2,565 automated teller machines ("ATMs")
that access 14 different networks and comprise one of the largest ATM networks
in the United States, and a core team of relationship management professionals.
KEY CAPITAL PARTNERS
Key Capital Partners provides clients with asset management, investment banking,
capital markets, insurance and brokerage expertise. It also plays a major role
in generating fee income through its broad range of investment choices and
customized products. This line of business is comprised of two major business
groups. One group, operating under the name "McDonald Investments", includes
retail and institutional brokerage, equity and fixed income trading and
underwriting, investment banking, capital markets products, loan syndication and
trading, public finance and clearing operations. The second major business group
includes asset management, mutual funds, institutional asset services, venture
capital, mezzanine finance, alliance funds, wealth management and insurance.
Leveraging Key's corporate and community banking distribution channels and
client relationships is and will continue to be an essential factor in ensuring
Key Capital Partners' future growth and success.
Selected financial data for each major line of business for the three- and
nine-month periods ended September 30, 1999 and 1998, is presented in the table
beginning on page 11. The financial information was derived from the internal
profitability reporting system used by management to monitor and manage the
financial performance of Key. The selected financial data are based on internal
management accounting policies which have been developed to ensure that results
are compiled on a consistent basis and to reflect the underlying economics of
the businesses. These policies address the methodologies applied in connection
with funds transfer pricing as well as the allocation of certain costs and
capital. Funds transfer pricing was used in the determination of net interest
income by assigning a standard cost for funds used (or a standard credit for
funds provided) to assets and liabilities based on their maturity, prepayment
and/or repricing characteristics. The net effect of transfer pricing was
allocated to the lines of business based upon their respective contributions to
net interest income. Indirect expenses were allocated based on actual volume
measurements and other criteria, as appropriate. The provision for loan losses
was allocated in an amount based primarily upon the actual net charge-offs of
each respective line of business, adjusted for loan growth and changes in risk
profile. The level of the consolidated provision for loan losses was based upon
the application of a methodology designed by management to assess the adequacy
of the consolidated allowance by focusing on a number of specific factors. This
methodology and the factors which influence it are more fully discussed in the
Allowance for Loan Losses section of Note 1, Summary of Significant Accounting
Policies, beginning on page 65 of Key's 1998 Annual Report to Shareholders.
Income taxes were allocated based on the statutory Federal income tax rate of
35% (adjusted for tax-exempt income from corporate owned life insurance,
nondeductible goodwill amortization, and tax credits associated with investments
in low-income housing projects) and a blended state income tax rate (net of the
Federal income tax benefit) of 1.8% for the periods presented. Capital was
assigned to each line of business based on management's assessment of economic
risk factors (primarily credit, operating and market risk).
The development and application of these methodologies is a dynamic process.
Accordingly, financial results may be revised periodically to reflect management
accounting enhancements, changes in risk profile or changes in the
organization's structure. The financial data presented in the accompanying table
for both the current and prior year reflects a number of revisions in Key's
organization structure and funds transfer pricing methodology that occurred
during the first quarter of 1999. Primary among the structural changes was the
reclassification of the public sector, retail brokerage, wealth management,
private banking and franchise trust businesses from Key Community Bank to Key
Capital Partners and the reclassification of institutional asset services from
Key Corporate Capital to Key Capital Partners. In addition, funds transfer
pricing was enhanced by refining the methodology applied to the residential
mortgage loan portfolio, certain deposit products with indeterminate maturities
and medium-term notes. Unlike financial accounting, there is no authoritative
guidance for management accounting similar to generally accepted accounting
principles. Consequently, reported results are not necessarily comparable with
those presented by other companies.
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<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, KEY CORPORATE CAPITAL KEY CONSUMER FINANCE KEY COMMUNITY BANK
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dollars in millions 1999 1998 1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Net interest income (TE) $ 134 $ 122 $ 158 $ 151 $ 426 $ 427
Noninterest income 35 18 66 57 119 118
Revenue sharing(1) 7 8 1 2 36 56
- ---------------------------------------------------------------------------------------------------------------------------------
Total revenue(2) 176 148 225 210 581 601
Provision for loan losses 11 10 43 41 34 26
Depreciation and amortization expense 6 5 13 11 55 50
Other noninterest expense 41 41 88 76 276 293
Expense sharing(1) 3 3 -- -- 25 31
- ---------------------------------------------------------------------------------------------------------------------------------
Income before income taxes (TE) 115 89 81 82 191 201
Allocated income taxes and TE adjustment 42 32 31 30 73 71
- ---------------------------------------------------------------------------------------------------------------------------------
Net income $ 73 $ 57 $ 50 $ 52 $ 118 $ 130
======= ======= ======= ======= ======= =======
Percent of consolidated net income 27 % 23 % 18 % 20 % 44 % 52 %
Efficiency ratio(6) 28.41 33.11 44.89 41.43 61.49 62.23
- ---------------------------------------------------------------------------------------------------------------------------------
AVERAGE BALANCES
Loans $15,335 $13,194 $15,551 $15,010 $27,325 $26,397
Total assets(2) 16,236 13,808 16,965 16,375 36,625 36,126
Deposits 446 425 145 129 36,410 36,296
- ---------------------------------------------------------------------------------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, KEY CORPORATE CAPITAL KEY CONSUMER FINANCE KEY COMMUNITY BANK
---------------------------- ---------------------------- --------------------------
dollars in millions 1999 1998 1999 1998 1999 1998
- ---------------------------------------------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
Net interest income (TE) $ 388 $ 339 $ 477 $ 427 $ 1,263 $ 1,283
Noninterest income 85 58 185 128 365 355
Revenue sharing(1) 26 17 3 2 117 132
- ---------------------------------------------------------------------------------------------------------------------------------
Total revenue(2) 499 414 665 557 1,745 1,770
Provision for loan losses 32 28 137 138 97 73
Depreciation and amortization expense 17 12 40 32 166 150
Other noninterest expense 116 113 250 226 825 852
Expense sharing(1) 11 7 -- -- 80 84
- ---------------------------------------------------------------------------------------------------------------------------------
Income before income taxes (TE) 323 254 238 161 577 611
Allocated income taxes and TE adjustment 117 91 89 60 204 213
- ---------------------------------------------------------------------------------------------------------------------------------
Net income $ 206 $ 163 $ 149 $ 101 $ 373 $ 398
======= ======= ======= ======= ======= =======
Percent of consolidated net income 24 % 22 % 18 % 14 % 44 % 54 %
Efficiency ratio(6) 28.86 31.88 43.61 46.32 62.30 61.49
- ---------------------------------------------------------------------------------------------------------------------------------
AVERAGE BALANCES
Loans $14,899 $12,298 $15,651 $14,065 $26,983 $26,316
Total assets(2) 15,739 12,886 17,049 15,391 36,280 36,769
Deposits 444 420 124 122 36,092 36,879
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the assignment of Key Capital Partners' revenue and expense to
the lines of business principally responsible for maintaining the
corresponding client relationships.
(2) Substantially all revenue generated by Key's major lines of business is
derived from external clients domiciled in the United States and
substantially all long-lived assets held by such lines of business are
located in the United States. Long-lived assets include premises and
equipment, capitalized software and goodwill.
(3) For the first nine months of both 1999 and 1998, noninterest income
included gains from certain divestitures. These gains, all of which were
recorded prior to the third quarter of each respective year, totaled $149
million ($94 million after tax) in 1999 and $39 million ($22 million after
tax) in 1998. Net interest income is primarily comprised of the funding
cost related to unallocated nonearning assets of corporate support
functions.
11
<PAGE> 12
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, KEY CAPITAL PARTNERS TOTAL SEGMENTS
-------------------------------- -----------------------------------
dollars in millions 1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Net interest income (TE) $ 36 $ 32 $ 754 $ 732
Noninterest income 249 185 469 378
Revenue sharing(1) (44) (66) -- --
- ------------------------------------------------------------------------------------------------------------------
Total revenue(2) 241 151 1,223 1,110
Provision for loan losses 1 1 89 78
Depreciation and amortization expense 23 13 97 79
Other noninterest expense 223 134 628 544
Expense sharing(1) (28) (34) -- --
- ------------------------------------------------------------------------------------------------------------------
Income before income taxes (TE) 22 37 409 409
Allocated income taxes and TE adjustment 7 13 153 146
- ------------------------------------------------------------------------------------------------------------------
Net income $ 15 $ 24 $ 256 $ 263
====== ====== ======= =======
Percent of consolidated net income 6 % 10 % 95 % 105 %
Efficiency ratio(6) 90.46 74.83 59.38 56.13
- ------------------------------------------------------------------------------------------------------------------
AVERAGE BALANCES
Loans $4,377 $3,663 $62,588 $58,264
Total assets(2) 9,060 6,934 78,886 73,243
Deposits 3,222 2,806 40,223 39,656
- ------------------------------------------------------------------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, KEY CAPITAL PARTNERS TOTAL SEGMENTS
-------------------------------- -----------------------------------
dollars in millions 1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
Net interest income (TE) $ 118 $ 92 $ 2,246 $ 2,141
Noninterest income 774 512 1,409 1,053
Revenue sharing(1) (146) (151) -- --
- ------------------------------------------------------------------------------------------------------------------
Total revenue(2) 746 453 3,655 3,194
Provision for loan losses 3 2 269 241
Depreciation and amortization expense 68 36 291 230
Other noninterest expense 661 383 1,852 1,574
Expense sharing(1) (91) (91) -- --
- ------------------------------------------------------------------------------------------------------------------
Income before income taxes (TE) 105 123 1,243 1,149
Allocated income taxes and TE adjustment 36 41 446 405
- ------------------------------------------------------------------------------------------------------------------
Net income $ 69 $ 82 $ 797 $ 744
====== ====== ======= =======
Percent of consolidated net income 8 % 11 % 94 % 101 %
Efficiency ratio(6) 85.52 72.41 59.05 56.55
- ------------------------------------------------------------------------------------------------------------------
AVERAGE BALANCES
Loans $4,292 $3,415 $61,825 $56,094
Total assets(2) 8,876 6,490 77,944 71,536
Deposits 3,220 2,732 39,880 40,153
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, RECONCILING ITEMS KEYCORP CONSOLIDATED
----------------------------------------------------------
dollars in millions 1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Net interest income (TE) $ (45) $ (43) $ 709 $ 689
Noninterest income 20 14 489 392
Revenue sharing(1) -- -- -- --
- ----------------------------------------------------------------------------------------------------
Total revenue(2) (25)(3) (29)(3) 1,198 1,081
Provision for loan losses (11) (7) 78 71
Depreciation and amortization expense 3 5 100 84
Other noninterest expense (27)(4) -- 601 544
Expense sharing(1) -- -- -- --
- ----------------------------------------------------------------------------------------------------
Income before income taxes (TE) 10 (27) 419 382
Allocated income taxes and TE adjustment (4) (16) 149 130
- ----------------------------------------------------------------------------------------------------
Net income $ 14 $ (11) $ 270 $ 252
====== ====== ======= ======
Percent of consolidated net income 5 % (5)% 100 % 100 %
Efficiency ratio(6) N/M N/M 58.61 58.09
- ----------------------------------------------------------------------------------------------------
AVERAGE BALANCES
Loans $ 211 $ 295 $62,799 $58,559
Total assets(2) 2,409(5) 2,643(5) 81,295 75,886
Deposits 2,240 1,208 42,463 40,864
- ----------------------------------------------------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, RECONCILING ITEMS KEYCORP CONSOLIDATED
------------------------- -----------------------------
dollars in millions 1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
Net interest income (TE) $ (140) $ (118) $ 2,106 $ 2,023
Noninterest income 215 75 1,624 1,128
Revenue sharing(1) -- -- -- --
- ----------------------------------------------------------------------------------------------------
Total revenue(2) 75(3) (43)(3) 3,730 3,151
Provision for loan losses (4) (21) 265 220
Depreciation and amortization expense 7 10 298 240
Other noninterest expense 16(4) 2 1,868 1,576
Expense sharing(1) -- -- -- --
- ----------------------------------------------------------------------------------------------------
Income before income taxes (TE) 56 (34) 1,299 1,115
Allocated income taxes and TE adjustment 10 (26) 456 379
- ----------------------------------------------------------------------------------------------------
Net income $ 46 $ (8) $ 843 $ 736
====== ====== ======= =======
Percent of consolidated net income 6 % (1)% 100 % 100 %
Efficiency ratio(6) N/M N/M 59.36 58.43
- ----------------------------------------------------------------------------------------------------
AVERAGE BALANCES
Loans $ 211 $ 238 $62,036 $56,332
Total assets(2) 2,454(5) 2,503(5) 80,398 74,039
Deposits 1,910 1,127 41,790 41,280
- ----------------------------------------------------------------------------------------------------
</TABLE>
(4) For the first nine months of 1999, noninterest expense included special
contributions of $3 ($2 million after tax) and $20 million ($13 million
after tax) made to the Key sponsored charitable foundation in the second
and first quarters, respectively. Noninterest expense in 1999 also included
$27 million ($17 million after tax ) of other nonrecurring charges recorded
during the first quarter.
(5) Total assets represent primarily the unallocated portion of nonearning
assets of corporate support functions.
(6) Calculated as noninterest expense (excluding certain nonrecurring charges)
divided by taxable-equivalent net interest income plus noninterest income
(excluding net securities transactions and gains from certain
divestitures).
TE=Taxable Equivalent
N/M=Not Meaningful
12
<PAGE> 13
5. SECURITIES
Debt securities that Key has the positive intent and ability to hold to maturity
are classified as securities held to maturity and carried at cost, adjusted for
amortization of premiums and accretion of discounts using the level yield
method. Securities held to maturity and equity securities that do not have
readily determinable fair values (primarily equity capital investments) are
presented as investment securities on the balance sheet. Debt and equity
securities that are bought and held principally for the purpose of selling them
in the near term are classified as trading account assets, reported at fair
value and included in short-term investments on the balance sheet. Realized and
unrealized gains and losses on trading account assets are reported in other
income on the income statement. Debt and equity securities that Key has not
classified as investment securities or trading account assets are classified as
securities available for sale and are reported at fair value, with unrealized
gains and losses, net of income taxes, reported in shareholders' equity as a
component of accumulated other comprehensive (loss) income. Gains and losses
from sales of securities available for sale are computed using the specific
identification method and included in net securities gains on the income
statement.
During the first quarter of 1999, Key reclassified approximately $374 million of
collateralized mortgage obligations from the commercial mortgage loan portfolio
to the securities available for sale portfolio.
The amortized cost, unrealized gains and losses and approximate fair value of
securities available for sale and investment securities were as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
-----------------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
in millions COST GAINS LOSSES VALUE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SECURITIES AVAILABLE FOR SALE
U.S. Treasury, agencies and corporations $ 128 $ 1 $ 1 $ 128
States and political subdivisions 61 1 1 61
Collateralized mortgage obligations 4,240 1 157 4,084
Other mortgage-backed securities 1,772 9 29 1,752
Retained interests in securitizations 365 - 14 351
Other securities 184 8 1 191
- -------------------------------------------------------------------------------------------------------------------
Total securities available for sale $6,750 $20 $203 $6,567
====== === ==== ======
INVESTMENT SECURITIES
States and political subdivisions $ 490 $16 - $ 506
Other securities 499 - - 499
- -------------------------------------------------------------------------------------------------------------------
Total investment securities $ 989 $16 - $1,005
==== === ======
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
in millions COST GAINS LOSSES VALUE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SECURITIES AVAILABLE FOR SALE
U.S. Treasury, agencies and corporations $ 420 $ 2 - $ 422
States and political subdivisions 65 2 - 67
Collateralized mortgage obligations 2,191 21 $ 1 2,211
Other mortgage-backed securities 2,123 34 6 2,151
Retained interests in securitizations 345 - 17 328
Other securities 84 16 1 99
- -------------------------------------------------------------------------------------------------------------------
Total securities available for sale $5,228 $75 $25 $5,278
====== === === ======
INVESTMENT SECURITIES
States and political subdivisions $ 631 $28 - $ 659
Other securities 345 - - 345
- -------------------------------------------------------------------------------------------------------------------
Total investment securities $ 976 $28 - $1,004
====== === ======
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE> 14
<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
-----------------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
in millions COST GAINS LOSSES VALUE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SECURITIES AVAILABLE FOR SALE
U.S. Treasury, agencies and corporations $ 138 $ 2 - $ 140
States and political subdivisions 75 2 - 77
Collateralized mortgage obligations 2,743 32 $ 1 2,774
Other mortgage-backed securities 2,390 47 4 2,433
Retained interests in securitizations 421 - 19 402
Other securities 93 9 - 102
- -------------------------------------------------------------------------------------------------------------------
Total securities available for sale $5,860 $92 $24 $5,928
====== === === ======
INVESTMENT SECURITIES
States and political subdivisions $ 709 $31 - $ 740
Other securities 275 - - 275
- -------------------------------------------------------------------------------------------------------------------
Total investment securities $ 984 $31 - $1,015
==== === ======
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Trading account assets had a fair value of $1.2 billion, $877 million and $599
million at September 30, 1999, December 31, 1998 and September 30, 1998,
respectively. At September 30, 1999, these assets included $101 million of
retained interests in home equity loan securitizations.
6. LOANS
At September 30, 1999, Key reclassified its credit card receivables to the held
for sale portfolio as a result of its announced intention to sell those
receivables.
Loans are summarized as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
in millions 1999 1998 1998
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Commercial, financial and agricultural $18,275 $17,038 $16,352
Real estate - commercial mortgage 6,831 7,309 7,168
Real estate - construction 4,298 3,450 3,234
Commercial lease financing 6,399 5,613 5,068
- --------------------------------------------------------------------------------------------------------
Total commercial loans 35,803 33,410 31,822
Real estate - residential mortgage 4,331 5,083 5,223
Home equity 7,502 7,301 6,452
Credit card - 1,425 1,398
Consumer-direct 2,566 2,342 2,073
Consumer-indirect lease financing 3,107 2,580 2,290
Consumer-indirect other 6,488 7,009 6,876
- --------------------------------------------------------------------------------------------------------
Total consumer loans 23,994 25,740 24,312
Real estate - commercial mortgage 152 86 174
Real estate - residential mortgage 58 111 108
Home equity 153 - 440
Credit card 1,299 - -
Education 1,722 2,665 2,512
Automobile - - 76
- --------------------------------------------------------------------------------------------------------
Total loans held for sale 3,384 2,862 3,310
- --------------------------------------------------------------------------------------------------------
Total loans $63,181 $62,012 $59,444
======= ======= =======
- --------------------------------------------------------------------------------------------------------
</TABLE>
Portfolio interest rate swaps are used to manage interest rate risk by modifying
the repricing and maturity characteristics of certain loans. Additional
information pertaining to the notional amount, fair value and weighted average
rate of such swaps as of September 30, 1999, is presented in Note 10, Financial
Instruments with Off-Balance Sheet Risk, beginning on page 18.
14
<PAGE> 15
Changes in the allowance for loan losses are summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
in millions 1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at beginning of period $ 930 $ 900 $900 $900
Charge-offs (102) (91) (314) (288)
Recoveries 24 20 79 68
- ----------------------------------------------------------------------------------------------------------------------------
Net charge-offs (78) (71) (235) (220)
Provision for loan losses 78 71 265 220
- ----------------------------------------------------------------------------------------------------------------------------
Balance at end of period $ 930 $ 900 $930 $900
===== ===== ==== ====
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
7. IMPAIRED LOANS AND OTHER NONPERFORMING ASSETS
At September 30, 1999, impaired loans totaled $219 million. Included in this
amount are $107 million of impaired loans for which the specifically allocated
allowance for loan losses is $47 million, and $112 million of impaired loans
which are carried at their estimated fair value without a specifically allocated
allowance for loan losses. At the end of the prior year, impaired loans totaled
$193 million, of which $95 million had a specifically allocated allowance of $42
million and $98 million were carried at their estimated fair value. The average
investment in impaired loans for the third quarter of 1999 and 1998 was $204
million and $194 million, respectively.
Nonperforming assets were as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
in millions 1999 1998 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Impaired loans $219 $193 $193
Other nonaccrual loans 160 172 167
- ----------------------------------------------------------------------------------------------------------------
Total nonperforming loans 379 365 360
Other real estate owned ("OREO") 32 56 58
Allowance for OREO losses (8) (18) (19)
- ----------------------------------------------------------------------------------------------------------------
OREO, net of allowance 24 38 39
Other nonperforming assets 4 1 3
- ----------------------------------------------------------------------------------------------------------------
Total nonperforming assets $407 $404 $402
==== ==== ====
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Impaired loans are evaluated individually. The fair value of any existing
collateral or an estimate of the present value of the future cash flows on the
loan is used to determine the extent of the impairment. When such amounts do not
support the carrying amount of the loan, the amount which management deems
uncollectible is charged to the allowance for loan losses. In instances where
collateral or other sources of repayment are sufficient, yet uncertainty exists
regarding the ultimate repayment, an allowance is specifically allocated for in
the allowance for loan losses.
Key excludes smaller-balance, homogeneous nonaccrual loans (shown in the
preceding table as "Other nonaccrual loans") from impairment evaluation.
Generally, this portfolio includes loans to finance residential mortgages,
automobiles, recreational vehicles, boats and mobile homes. Key applies
historical loss experience rates to these loans, adjusted based on management's
assessment of emerging credit trends and other factors. The resulting loss
estimates are specifically allocated for by loan type in the allowance for loan
losses.
15
<PAGE> 16
NOTE 8. LONG-TERM DEBT
The components of long-term debt, presented net of unamortized discount where
applicable, were as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
dollars in millions 1999 1998 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Senior medium-term notes due through 2005(1) $ 401 $ 419 $ 419
Subordinated medium-term notes due through 2005(1) 133 133 133
7.50% Subordinated notes due 2006(2) 250 250 250
6.75% Subordinated notes due 2006(2) 200 200 200
8.125% Subordinated notes due 2002(2) 199 199 199
8.00% Subordinated notes due 2004(2) 125 125 125
8.404% Notes due through 2001 24 34 34
8.40% Subordinated capital notes due 1999 - 75 75
All other long-term debt(8) 4 5 12
- -------------------------------------------------------------------------------------------------------------------------
Total parent company(9) 1,336 1,440 1,447
Senior medium-term bank notes due through 2004(3) 9,394 7,426 5,984
Senior euro medium-term bank notes due through 2007(4) 2,383 1,441 1,419
6.50 % Subordinated remarketable securities due 2027(5) 313 313 313
6.95% Subordinated notes due 2028(5) 300 300 300
7.125% Subordinated notes due 2006(5) 250 250 250
7.25% Subordinated notes due 2005(5) 200 200 200
6.75% Subordinated notes due 2003(5) 200 200 200
7.50% Subordinated notes due 2008(5) 165 165 165
7.30% Subordinated notes due 2011(5) 107 - -
7.85% Subordinated notes due 2002(5) 93 200 200
7.55% Subordinated notes due 2006(5) 75 75 75
7.375% Subordinated notes due 2008(5) 70 70 70
Lease financing debt due through 2004(6) 580 574 515
Federal Home Loan Bank advances due through 2029(7) 241 289 169
All other long-term debt(8) 108 24 46
- -------------------------------------------------------------------------------------------------------------------------
Total subsidiaries(10) 14,479 11,527 9,906
- -------------------------------------------------------------------------------------------------------------------------
Total long-term debt $15,815 $12,967 $11,353
======= ======= =======
- -------------------------------------------------------------------------------------------------------------------------
Portfolio interest rate swaps, caps and floors are used to manage interest rate risk by modifying the repricing
and maturity characteristics of certain long-term debt. Additional information pertaining to the notional
amount, fair value and weighted average rate of such financial instruments as of September 30, 1999, is
presented in Note 10, Financial Instruments with Off-Balance Sheet Risk, beginning on page 18.
(1) At September 30, 1999, December 31, 1998 and September 30, 1998, the senior medium-term notes had weighted
average interest rates of 6.54%, 6.55% and 6.68%, respectively, and the subordinated medium-term
notes had weighted average interest rates of 7.09% at each respective date. These notes had a combination
of both fixed and floating interest rates.
(2) The 7.50%, 6.75%, 8.125% and 8.00% subordinated notes may not be redeemed or prepaid prior to
maturity.
(3) At September 30, 1999, December 31, 1998 and September 30, 1998, senior medium-term bank notes of
subsidiaries had weighted average interest rates of 5.48%, 5.30% and 5.69%, respectively. These
notes had a combination of both fixed and floating interest rates.
(4) At September 30, 1999, December 31, 1998 and September 30, 1998, the senior euro medium-term bank notes
had weighted average interest rates of 5.56%, 5.52% and 5.76%, respectively. These notes are obligations
of KeyBank National Association ("KeyBank N.A.") issued under Key's $7.0 billion Euronote Program
and had fixed and floating interest rates based on the three-month London Interbank Offered Rate
("LIBOR"). As of September 30, 1999, the Euronote Program had an unused capacity of $4.6 billion.
</TABLE>
16
<PAGE> 17
<TABLE>
<S> <C>
(5) The subordinated notes and securities are all obligations of KeyBank N.A., with the exception
of the 7.55% notes which are obligations of Key Bank USA, National Association ("Key Bank USA").
These notes may not be redeemed prior to their respective maturity dates. The 7.30% notes were
issued in exchange for a portion of the 7.85% notes during the first quarter of 1999.
(6) At September 30, 1999, December 31, 1998 and September 30, 1998, lease financing debt had weighted average
interest rates of 6.70%, 6.56% and 7.01%, respectively, and represented primarily nonrecourse debt
collateralized by lease equipment under operating , direct financing and sales type leases.
(7) At September 30, 1999, December 31, 1998 and September 30, 1998, long-term advances from the Federal Home
Loan Bank ("FHLB") had weighted average interest rates of 5.43%, 5.39% and 5.77%, respectively.
These advances had a combination of both fixed and floating interest rates. Real estate loans and
securities of $361 million, $409 million and $241 million at September 30, 1999, December 31, 1998 and
September 30, 1998, respectively, collateralize FHLB advances.
(8) Other long-term debt at September 30, 1999, December 31, 1998 and September 30, 1998, consisted of
industrial revenue bonds, capital lease obligations and various secured and unsecured
obligations of corporate subsidiaries and had weighted average interest rates of 7.01%, 7.17%
and 7.56%, respectively.
(9) At September 30, 1999, unused capacity under the parent company's shelf registration totaled $1.3
billion, including $750 million reserved for future issuance as medium-term notes.
(10) As of September 30, 1999, the Bank Note Program had an unused capacity of $8.9 billion.
</TABLE>
9. CAPITAL SECURITIES
The corporation-obligated mandatorily redeemable preferred capital securities of
subsidiary trusts holding solely debentures of the Corporation ("capital
securities") were issued by five separate business trusts, all of whose common
securities are owned by the parent company. The proceeds from the issuances of
the capital securities and common securities were used to purchase debentures of
the parent company. All of the trusts hold solely junior subordinated deferrable
interest debentures of the parent company. Both the debentures and related
income statement effects are eliminated in Key's financial statements.
The parent company has entered into contractual arrangements which, taken
collectively, fully and unconditionally guarantee payment of: (i) accrued and
unpaid distributions required to be paid on the capital securities; (ii) the
redemption price with respect to any capital securities called for redemption by
the trusts; and (iii) payments due upon a voluntary or involuntary liquidation,
winding-up or termination of the trusts.
The capital securities (net of discount), common securities and related
debentures are summarized as follows:
<TABLE>
<CAPTION>
PRINCIPAL INTEREST RATE MATURITY
CAPITAL AMOUNT OF OF CAPITAL OF CAPITAL
SECURITIES, COMMON DEBENTURES, SECURITIES AND SECURITIES AND
dollars in millions NET OF DISCOUNT(1) SECURITIES NET OF DISCOUNT(2) DEBENTURES(3) DEBENTURES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
September 30, 1999
KeyCorp Institutional Capital A $ 350 $11 $ 361 7.826 % 2026
KeyCorp Institutional Capital B 150 4 154 8.250 2026
KeyCorp Capital I 247 8 255 6.089 2028
KeyCorp Capital II 247 8 255 6.875 2029
KeyCorp Capital III 249 8 257 7.750 2029
- ----------------------------------------------------------------------------------------------------------------------------------
Total $1,243 $39 $1,282 7.328 % -
====== === ======
- ----------------------------------------------------------------------------------------------------------------------------------
December 31, 1998 $ 997 $31 $1,028 7.149 % -
====== === ======
- ----------------------------------------------------------------------------------------------------------------------------------
September 30, 1998 $ 997 $31 $1,028 7.242 % -
====== === ======
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The capital securities are mandatorily redeemable upon the respective
maturity dates of the debentures or upon earlier redemption as provided in
the indenture. Each issue of capital securities carries an interest rate
identical to that of the respective debenture. The capital securities
issued by the trusts constitute minority interests in the equity accounts
of consolidated subsidiaries and, therefore, qualify as Tier 1 capital
under Federal Reserve Board guidelines.
17
<PAGE> 18
(2) The parent company has the right to redeem the debentures purchased by
Capital A, Capital B, Capital I, Capital II and Capital III: (i) in whole
or in part, on or after December 1, 2006, December 15, 2006, July 1, 2008,
March 18, 1999 and July 16, 1999, respectively; and (ii) in whole at any
time within 90 days following the occurrence and during the continuation of
a tax event or a capital treatment event (as defined in the applicable
offering circular). If the debentures purchased by Capital A or Capital B
are redeemed prior to maturity, the redemption price will be expressed as a
certain percentage of, or factor added to, the principal amount, plus any
accrued but unpaid interest. If the debentures purchased by Capital I are
redeemed prior to maturity, the redemption price will be equal to 100% of
the principal amount of such debentures, plus any accrued but unpaid
interest. If the debentures purchased by Capital II or Capital III are
redeemed prior to maturity, the redemption price will be equal to the
greater of: (i) 100% of the principal amount plus any accrued but unpaid
interest or (ii) the sum of the present values of principal and interest
payments discounted at the Treasury Rate (as defined in the applicable
offering circular) plus 20 basis points (25 basis points for Capital III),
plus any accrued but unpaid interest. The price of redemptions that occur
in response to tax or capital treatment events is generally slightly more
favorable than that available under other circumstances described above.
(3) The interest rates for Capital A, Capital B, Capital II and Capital III are
fixed interest rates. The interest rate for Capital I is a floating
interest rate equal to three-month LIBOR plus 74 basis points and is
repriced quarterly. The rates shown as the total at September 30, 1999,
December 31, 1998 and September 30, 1998, are weighted average rates.
10. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
Key, mainly through its lead bank (KeyBank N.A.), is party to various financial
instruments with off-balance sheet risk. It uses these financial instruments in
the normal course of business to meet the financing needs of its clients and to
manage its exposure to market risk. Market risk includes the possibility that
Key's net interest income will be adversely affected as a result of changes in
interest rates or other economic factors. The primary financial instruments used
include commitments to extend credit, standby and commercial letters of credit,
interest rate swaps, caps and floors, futures and foreign exchange forward
contracts. All of the interest rate swaps, caps and floors, and foreign exchange
forward contracts held are over-the-counter instruments. These financial
instruments may be used for lending-related, asset and liability management and
trading purposes, as discussed in the remainder of this note. In addition to the
market risk inherent in the use of these financial instruments, each contains an
element of credit risk. Credit risk is the possibility that Key will incur a
loss due to a counterparty's failure to meet its contractual obligations.
FINANCIAL INSTRUMENTS HELD OR ISSUED FOR LENDING-RELATED PURPOSES
These instruments involve, to varying degrees, credit risk in addition to
amounts recognized in Key's balance sheet. Key mitigates its exposure to credit
risk through internal controls over the extension of credit. These controls
include the process of credit approval and review, the establishment of credit
limits and, when deemed necessary, securing collateral.
Key's commitments to extend credit are agreements with clients to provide
financing at predetermined terms as long as the client continues to meet
specified criteria. Loan commitments serve to meet the financing needs of
clients and generally carry variable rates of interest, have fixed expiration
dates or other termination clauses, and may require the payment of fees. Since
the commitments may expire without being drawn upon, the total amount of the
commitments does not necessarily represent the future cash outlay to be made by
Key. The credit-worthiness of each client is evaluated on a case-by-case basis.
The estimated fair values of these commitments and standby letters of credit
discussed below are not material. Key does not have any significant
concentrations of credit risk.
Standby letters of credit enhance the credit-worthiness of Key's clients by
assuring the clients' financial performance to third parties in connection with
specified transactions. Amounts drawn under standby letters of credit generally
carry variable rates of interest, and the credit risk involved is essentially
the same as that involved in the extension of loan facilities.
18
<PAGE> 19
The following is a summary of the contractual amount of each class of
lending-related, off-balance sheet financial instrument outstanding wherein
Key's maximum possible accounting loss equals the contractual amount of the
instruments.
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
in millions 1999 1998 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Loan commitments:
Credit card lines $ 6,776 $ 6,320 $ 6,756
Home equity 4,630 4,347 4,291
Commercial real estate and construction 1,778 2,046 1,640
Commercial and other 21,979 20,995 21,667
- ---------------------------------------------------------------------------------------------------------------
Total loan commitments 35,163 33,708 34,354
Other commitments:
Standby letters of credit 1,870 1,834 1,597
Commercial letters of credit 155 138 151
Loans sold with recourse 17 21 22
- ---------------------------------------------------------------------------------------------------------------
Total loan and other commitments $37,205 $35,701 $36,124
======= ======= =======
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
FINANCIAL INSTRUMENTS HELD OR ISSUED FOR ASSET AND LIABILITY MANAGEMENT PURPOSES
Key manages its exposure to interest rate risk, in part, by using off-balance
sheet financial instruments, commonly referred to as derivatives. Instruments
used for this purpose modify the repricing or maturity characteristics of
specified on-balance sheet assets and liabilities. The instruments must be both
effective at reducing the risk associated with the exposure being managed, and
designated as a risk management transaction at the inception of the derivative
contract. In addition, to be considered effective, a high degree of interest
rate correlation must exist between the derivative and the specified assets or
liabilities being managed at inception and over the life of the derivative
contract. Primary among the financial instruments used by Key to manage exposure
to interest rate risk are interest rate swaps, caps and floors, otherwise
referred to as portfolio swaps, caps and floors. In addition, Key uses
treasury-based interest rate locks to manage the risk associated with
anticipated loan securitizations.
The following table summarizes the notional amount, fair value, maturity,
weighted average rate received and paid, and weighted average strike rate for
the various types of portfolio swaps, caps and floors used by Key.
<TABLE>
<CAPTION>
September 30, 1999
--------------------------------------------------------------------------
Notional Fair Maturity Weighted Average Rate
---------------------------------------
dollars in millions Amount Value (Years) Receive Pay Strike
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest rate swaps:
Received fixed/pay variable-indexed amortizing(1) $ 132 $ 1 .7 7.02 % 5.37 % N/A
Received fixed/pay variable-conventional 5,962 (58) 5.6 6.15 5.42 N/A
Pay fixed/receive variable-conventional 3,846 52 4.5 5.46 5.96 N/A
Pay fixed/receive variable-forward starting 148 2 5.1 5.94 6.13 N/A
Basis swaps 8,408 (3) 1.7 5.21 5.16 N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Total 18,496 (6) -- 5.58 % 5.42 % --
Interest rate caps, collars and corridors:
Caps purchased - one- to three-month LIBOR-based(2) 2,115 5 .7 N/A N/A 5.88%
Collar - one- to three-month LIBOR-based 250 -- 1.3 N/A N/A 4.75 and 6.50
Collar - thirty-year U.S. Treasury-based -- -- -- N/A N/A --
1% payout corridor(3) 200 -- .1 N/A N/A 6.00 to 7.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total 2,565 5 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Total $21,061 $(1) -- -- -- --
=======
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
December 31, 1998
--------------------------------
Notional Fair
dollars in millions Amount Value
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Interest rate swaps:
Received fixed/pay variable-indexed amortizing(1) $ 311 $ 4
Received fixed/pay variable-conventional 4,325 223
Pay fixed/receive variable-conventional 4,872 (68)
Pay fixed/receive variable-forward starting 10 --
Basis swaps 2,872 19
- ---------------------------------------------------------------------------------------------
Total 12,390 178
Interest rate caps, collars and corridors:
Caps purchased - one- to three-month LIBOR-based(2) 3,175 3
Collar - one- to three-month LIBOR-based 250 (1)
Collar - thirty-year U.S. Treasury-based 250 (24)
1% payout corridor(3) 200 --
- ---------------------------------------------------------------------------------------------
Total 3,875 (22)
- ---------------------------------------------------------------------------------------------
Total $16,265 $156
======= ========
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Maturity is based upon expected average lives rather than contractual terms.
(2) Includes $15 million and $200 million of forward-starting caps as of
September 30, 1999 and December 31, 1998, respectively.
(3) Payout is indexed to three-month LIBOR.
N/A = Not Applicable
19
<PAGE> 20
Interest rate swap contracts involve the exchange of interest payments
calculated based on an agreed-upon amount (notional amount) and are generally
used to mitigate Key's exposure to interest rate risk on certain loans,
securities, deposits, short-term borrowings and long-term debt. Interest rate
caps and floors involve the payment of a premium by the buyer to the seller for
the right to receive an interest differential equal to the difference between
the current interest rate and an agreed-upon interest rate ("strike rate")
applied to a notional amount. Key generally purchases caps, enters into collars
(a combination of simultaneously purchasing a cap and selling a floor), and
enters into corridors (a combination of simultaneously purchasing a cap at a
specified strike rate and selling a cap at a higher strike rate) to manage the
risk of adverse movements in interest rates on specified long-term debt and
short-term borrowings. The notional amount associated with the execution of
swaps, caps and floors is significantly greater than the amount at risk.
Credit risk on swaps, caps and floors results from the possibility that the
counterparty will not meet the terms of the contract and is measured as the cost
of replacing, at current market rates, contracts in an unrealized gain position.
To mitigate this risk, Key deals exclusively with counterparties with high
credit ratings. With regard to its swap contracts, Key generally enters into
bilateral collateral and master netting arrangements. These agreements include
legal rights of setoff that provide for the net settlement of the subject
contracts with the same counterparty in the event of default. In addition, the
credit risk exposure to the counterparty on each interest rate swap is monitored
by a credit committee. Based upon credit reviews of the counterparties, limits
on Key's total credit exposure with each counterparty and the amount of
collateral required, if any, are determined. At September 30, 1999, Key had 38
different counterparties to portfolio swaps and swaps entered into to offset the
risk of client swaps. Key had aggregate credit exposure of $167 million to 26 of
these counterparties, with the largest credit exposure to an individual
counterparty amounting to $25 million. As of the same date, Key's aggregate
credit exposure on its interest rate caps and floors totaled $63 million. Based
on management's assessment as of September 30, 1999, all counterparties were
expected to meet their obligations. Portfolio swaps (including the impact of
both the spread on the swap portfolio and the amortization of deferred gains and
losses resulting from terminated swaps) and portfolio caps and floors increased
net interest income by $5 million in the third quarter of 1999 and $2 million in
the third quarter of 1998.
Conventional interest rate swap contracts involve the receipt of amounts based
on a fixed or variable rate in exchange for payments based on variable or fixed
rates, without an exchange of the underlying notional amount. Under an indexed
amortizing swap contract, the notional amount remains constant for a specified
period of time after which, based upon the level of an index at each review
date, the swap contract will mature, the notional amount will begin to amortize,
or the swap will continue in effect until its contractual maturity. Otherwise,
the characteristics of these swaps are similar to those of conventional swap
contracts. At September 30, 1999, Key was party to $73 million and $59 million
of indexed amortizing swaps that used a LIBOR index and a Constant Maturity
Treasuries ("CMT") index, respectively, for the review date measurement. Under
basis swap contracts, interest payments based on different floating indices are
exchanged.
Based on the weighted average rates in effect at September 30, 1999, the spread
on portfolio swaps, excluding the amortization of net deferred gains on
terminated swaps, provided a positive impact on net interest income (since the
weighted average rate received exceeded the weighted average rate paid by 16
basis points). The aggregate fair value of ($6) million at the same date was
derived through the use of discounted cash flow models, which contemplate
interest rates using the applicable forward yield curve, and represents an
estimate of the unrealized loss that would be recognized if the portfolio were
to be liquidated at that date.
20
<PAGE> 21
Interest from portfolio swaps is recognized on an accrual basis over the lives
of the respective contracts as an adjustment of the interest income or expense
of the asset or liability whose risk is being managed. Gains and losses realized
upon the termination of interest rate swaps prior to maturity are deferred as an
adjustment to the carrying amount of the asset or liability. The deferred gain
or loss is amortized using the straight-line method over the shorter of the
projected remaining life of the related contract at its termination or the
underlying asset or liability. During the first nine months of 1999, swaps with
a notional amount of $3.2 billion were terminated, resulting in a deferred gain
of $12 million. During the same period last year, swaps with a notional amount
of $568 million were terminated, resulting in a net deferred loss of $1 million.
At September 30, 1999, Key had a net deferred swap gain of $21 million with a
weighted average life of 4.8 years related to the management of debt and a net
deferred loss of $1 million with a weighted average life of 7.5 years related to
the management of loans.
FINANCIAL INSTRUMENTS HELD OR ISSUED FOR TRADING PURPOSES
Key also uses interest rate swaps, caps and floors, and futures contracts for
dealer activities (which are generally limited to the banks' commercial loan
clients) and enters into other positions with third parties that are intended to
mitigate the interest rate risk of the client positions. Interest rate swap
contracts entered into with clients are typically limited to conventional swaps,
as previously described. The client swaps, caps and floors, and futures, as well
as the third-party positions, are recorded at their estimated fair values, and
adjustments to fair value are included in investment banking and capital markets
income on the income statement.
Foreign exchange forward contracts are used by Key to accommodate the business
needs of its clients and for proprietary trading purposes. These contracts
provide for the delayed delivery or purchase of foreign currency. The foreign
exchange risk associated with such contracts is mitigated by entering into other
foreign exchange contracts with third parties. Adjustments to the fair value of
all such foreign exchange forward contracts are included in investment banking
and capital markets income on the income statement.
Key also enters into treasury options and treasury futures options for
proprietary trading purposes. Adjustments to the fair value of all such options
are included in investment banking and capital markets income on the income
statement.
At September 30, 1999, credit exposure from financial instruments held or issued
for trading purposes was limited to the aggregate fair value of each contract
with a positive fair value, or $507 million. The risk of counterparties
defaulting on their obligations is monitored on an ongoing basis. Key contracts
with counterparties with high credit ratings and enters into master netting
agreements when possible in an effort to manage credit risk.
Trading income recognized on interest rate, foreign exchange forward and
treasury-based option contracts totaled $28 million, $21 million and $5 million,
respectively, for the first nine months of 1999 and $49 million, $16 million and
$3 million, respectively, for the first nine months of 1998.
21
<PAGE> 22
A summary of the notional amount and the respective fair value of derivative
financial instruments held or issued for trading purposes at September 30, 1999,
and on average for the nine-month period then ended, is presented below. The
positive fair values represent assets to Key and are recorded in other assets,
while the negative fair values represent liabilities and are recorded in other
liabilities on the balance sheet. The $24.6 billion notional amount of client
interest rate swaps presented in the table includes $11.6 billion of client
swaps that receive a fixed rate and pay a variable rate, $9.3 billion of client
swaps that pay a fixed rate and receive a variable rate and $3.7 billion of
basis swaps. As of September 30, 1999, the client swaps had an average expected
life of 5.6 years, carried a weighted average rate received of 5.98% and had a
weighted average rate paid of 5.97%. The securitization positions were executed
in connection with the residual interests retained in the securitization of
certain home equity loans and the securitization of certain education loans.
<TABLE>
<CAPTION>
September 30, 1999 Nine months ended September 30, 1999
---------------------------- -------------------------------------------
Notional Fair Average Average
in millions Amount Value Notional Amount Fair Value
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest rate contracts - client positions:
Swap assets $14,163 $307 $13,525 $284
Swap liabilities 10,471 (223) 9,551 (210)
Caps and floors purchased 416 2 395 1
Caps and floors sold 527 (2) 515 (1)
Futures purchased 860 (2) 591 (1)
Futures sold 7,680 14 12,565 17
Interest rate contracts - securitization positions:
Swap assets $ 1,275 $ 12 $ 807 $ 4
Caps purchased 1,273 57 806 25
Caps sold 2,273 (57) 1,056 (25)
Foreign exchange forward contracts:
Assets $ 1,583 $ 55 $ 1,424 $ 47
Liabilities 1,489 (47) 1,254 (41)
Treasury-based option contracts:
Options purchased $ 3,110 $ 60 $ 3,672 $ 65
Options sold 3,335 (29) 4,463 (45)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
22
<PAGE> 23
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
SHAREHOLDERS AND BOARD OF DIRECTORS
KEYCORP
We have reviewed the unaudited condensed consolidated balance sheets of KeyCorp
and subsidiaries ("Key") as of September 30, 1999 and 1998, and the related
condensed consolidated statements of income for the three- and nine-month
periods then ended, and the condensed consolidated statements of changes in
shareholders' equity and cash flow for the nine-month periods ended September
30, 1999 and 1998. These financial statements are the responsibility of Key's
management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Key as of December 31, 1998, and
the related consolidated statements of income, changes in shareholders' equity,
and cash flow for the year then ended (not presented herein) and in our report
dated January 14, 1999, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 31, 1998,
is fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
/s/ Ernst & Young LLP
Cleveland, Ohio
October 15, 1999
23
<PAGE> 24
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
This section of the report, including the highlights summarized below, provides
a discussion and analysis of the financial condition and results of operations
of Key for the periods presented. It should be read in conjunction with the
unaudited consolidated financial statements and notes thereto, presented on
pages 3 through 22.
This report contains forward-looking statements that are subject to numerous
assumptions, risks and uncertainties. Statements pertaining to future periods
are subject to uncertainty because of the possibility of changes in underlying
factors and assumptions. Actual results could differ materially from those
contained in or implied by such forward-looking statements for a variety of
factors including: sharp and/or rapid changes in interest rates; significant
changes in the economy that could materially change anticipated credit quality
trends and the ability to generate loans; failure of the capital markets to
function consistent with customary levels; significant delay in or inability to
execute strategic initiatives designed to grow revenues and/or manage expenses;
consummation of significant business combinations or divestitures; unforeseen
business risks stemming from Year 2000 computer systems difficulties and related
issues; and significant changes in accounting, tax, or regulatory practices or
requirements.
Key's earnings for the third quarter of 1999 benefited from continued growth in
lending, particularly in the commercial, home equity and consumer lease
financing portfolios. Excluding the impact of sales, annualized commercial loan
growth exceeded 10% for the tenth consecutive quarter, while average loans
outstanding in the home equity and consumer lease financing portfolios were up
an annualized 39% and 23%, respectively, from the second quarter of 1999. At the
same time, Key's asset quality remained stable as the level of net charge-offs
was essentially unchanged and nonperforming assets declined for the second
consecutive quarter. Bolstered by the McDonald acquisition, core noninterest
income (noninterest income, excluding certain nonrecurring gains) rose 21% from
the year-ago quarter and comprised 40% of Key's total core revenue (net interest
income plus core noninterest income), up from 36% a year ago. This growth also
reflected improvement in the performance of Key's retail banking unit, which has
benefited from several profitability enhancement initiatives undertaken earlier
this year. However, core noninterest income was 6% below that recorded in the
prior quarter, as fees from the investment banking and capital markets
businesses subsided from record levels due to less favorable conditions in the
financial markets served by Key. One of management's long-term goals is for Key
to generate 50% of its revenue from investment advisory and other noninterest
income generating activities. Noninterest expense was up 12% from the year-ago
quarter, due primarily to the McDonald acquisition; however, lower levels of
incentive compensation contributed to a slight decline in noninterest expense
relative to the second quarter of 1999. This was attributable in part to
reductions in investment banking and capital markets income, and stock-based
compensation.
Key's corporate strategy for the past several years has featured continued
reviews of business lines to identify opportunities to generate higher earnings
growth. These reviews have led to an active program of selling portfolios and
business units that management determines to be of low-return and/or low-growth
potential, and have prompted Key to acquire businesses that management believes
are capable of achieving double-digit earnings growth rates. The principal
strategic actions taken by Key during the current year are summarized below.
During the first quarter, Key introduced an initiative designed to strengthen
the profitability of the retail banking unit within the Key Community Bank line
of business. This initiative and the guiding strategies are discussed in more
detail under the heading "Key Community Bank" on page 29. Management's long-term
goal is to increase the annual earnings growth rate of the retail banking unit
to at least 10% (the target growth rate for 1999 is 8%) by improving
sales-generating capabilities and reducing operating costs. During the first
nine months of 1999, the earnings contribution of the retail banking unit was up
9% from the same period last year.
In the second quarter, Key entered into a definitive agreement to sell its Long
Island, New York, business, including 28 KeyCenters with approximately $1.3
billion of deposits and $505 million of loans. Key's Long Island business, while
profitable, had a very small share of the market for deposits and loans in the
greater New York City-Long Island area, the competition for which has been
dominated by major New York City-based financial institutions. This transaction
was completed in October and the positive effects on Key's capital ratios will
increase its flexibility to allocate more capital to higher growth opportunities
and geographic markets. The terms of the Long Island transaction are more fully
disclosed in Note 3, Mergers, Acquisitions and Divestitures, beginning on page
8.
24
<PAGE> 25
During the third quarter, Key sold the 50% interest held by its Leasetec
subsidiary in a joint venture formed with Compaq early in 1998. This joint
venture had been established to provide customized equipment leasing and
financing programs to Compaq's clients in the United Kingdom, Europe and Asia.
In October, Key announced its intentions to sell its credit card portfolio as
part of Key's overall efforts to enhance earnings. The size of the portfolio
($1.3 billion, or 2% of total loans outstanding at September 30, 1999) does not
provide the scale necessary to allow Key to compete effectively in credit card
lending with other credit card issuers whose portfolios are significantly
larger in size.
One side effect of Key's corporate strategy is that loan growth has accelerated
without a corresponding increase in deposits. Among the alternatives that Key
uses to generate additional cash to fund loan growth are securitizations.
Securitizations enable Key to generate cash from the sale of securitized loans
and by charging a fee for servicing the loans afterwards. During the third
quarter of 1999, Key securitized an aggregate $1.1 billion of education and home
equity loans, bringing the total principal amount of loans securitized in 1999
to $3.2 billion. These securitizations are discussed in greater detail in the
Loans section beginning on page 40.
Key's management is currently in the process of evaluating several initiatives
designed to reduce Key's operating costs. Among these initiatives are the
potential outsourcing of certain nonstrategic support functions (which may
result in the write-off of selected assets, including certain software); the
proposed sale of Key's credit card portfolio; site consolidations in a number of
Key's businesses; and the potential sale and leaseback of most of Key's real
estate holdings. It is possible that as a result of the evaluation, Key will
incur a number of special charges; the amounts and timing of any such possible
charges would be determined upon conclusion of the evaluation, although some may
be incurred in the fourth quarter of 1999.
The preceding items are reviewed in greater detail in the remainder of this
discussion and in the notes to the consolidated financial statements.
PERFORMANCE OVERVIEW
The selected financial data set forth in Figure 1 presents certain information
highlighting the financial performance of Key for each of the last five quarters
and the year-to-date periods ended September 30, 1999 and 1998. Some of the
items referred to in this performance overview and in Figure 1 are more fully
described in the following discussion or in the notes to the consolidated
financial statements presented on pages 7 through 22. Unless otherwise
indicated, all earnings per share data included in this section and throughout
the remainder of this discussion are presented on a diluted basis.
Net income for the third quarter of 1999 was $270 million, or $.60 per Common
Share, up from $252 million, or $.57, in the third quarter of 1998. On an
annualized basis, the return on average equity for the third quarter of 1999 was
17.06%, compared with 18.14% for the same period last year. The annualized
return on average total assets was 1.32% for the third quarter of both 1999 and
1998.
The increase in earnings relative to the third quarter of 1998 resulted from
growth in fee income and an increase in taxable-equivalent net interest income.
Noninterest income for the third quarter of 1999 was $489 million, significantly
higher than the $392 million recorded a year ago. Excluding a $13 million gain
from the sale of Key's interest in a joint venture with Compaq and net
securities gains recorded in the third quarter of 1999, core noninterest income
grew by $82 million, or 21%. Compared with the same period last year,
taxable-equivalent net interest income rose by $20 million as a $4.5 billion, or
7%, increase in average earning assets (primarily commercial and consumer loans)
more than offset a 16 basis point reduction in the net interest margin to 3.92%.
These positive factors were partially offset by a $73 million, or 12%, increase
in noninterest expense and a $7 million, or 10%, increase in the provision for
loan losses. Contributing to the growth in noninterest income and expense was
the impact of the McDonald acquisition completed in October 1998.
For the first nine months of 1999, earnings were $843 million, up 15% from $736
million for the same period last year. On a per Common Share basis, Key's 1999
year-to-date earnings were $1.86, representing a 13% increase from $1.65 for the
first nine months of 1998. On an annualized basis, the return on average equity
for the first nine months of 1999 was 18.21%, compared with 18.29% for the
comparable year-ago period. The annualized returns on average total assets
25
<PAGE> 26
were 1.40% and 1.33% for the first nine months of 1999 and 1998, respectively.
Affecting comparative results was a $496 million increase in noninterest income
(including a $123 million increase in nonrecurring gains). In the current year,
these gains were comprised of $13 million from the sale of Key's interest in the
Compaq joint venture, $15 million from the second quarter sale of Key's interest
in Concord EFS and $134 million from the first quarter sale of Key's interest in
EPS. In the first nine months of 1998, branch divestiture gains of $33 million
and $6 million were recorded in the second and first quarters, respectively.
Also contributing to the improvement in year-to-date earnings was an $83 million
increase in taxable-equivalent net interest income. The increase in total
revenue was moderated by a $350 million, or 19%, increase in noninterest
expense. Included in noninterest expense in 1999 was $23 million of special
contributions to a charitable foundation that Key sponsors that were made in
light of the gains realized from the sales of Concord EFS and EPS. Excluding
these contributions and $27 million of other nonrecurring charges, noninterest
expense was up $300 million, or 17%, from the first nine months of last year.
The year-to-date increases in both noninterest income and expense also reflected
the impact of the McDonald acquisition. Another factor partially offsetting the
growth in revenue was a higher provision for loan losses. In the first nine
months of 1999, the provision exceeded the level of net loan charge-offs by $30
million and was $45 million higher than that of the comparable 1998 period.
Figure 1 Selected Financial Data
<TABLE>
<CAPTION>
1999 1998
---------------------------------------- --------------------------------
dollars in millions, except per share amounts Third Second First Fourth Third
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FOR THE PERIOD
Interest income $ 1,433 $ 1,392 $ 1,381 $ 1,411 $ 1,415
Interest expense 733 695 696 724 734
Net interest income 700 697 685 687 681
Provision for loan losses 78 76 111 77 71
Noninterest income 489 526 609 447 392
Noninterest expense 701 717 748 667 628
Income before income taxes 410 430 435 390 374
Net income 270 280 293 260 252
- -----------------------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE
Net income $ .60 $ .63 $ .65 $ .58 $ .57
Net income-assuming dilution .60 .62 .65 .57 .57
Cash dividends .26 .26 .26 .235 .235
Book value at period end 14.25 13.90 13.63 13.63 12.73
Market price:
High 33.50 38.13 34.19 34.06 39.50
Low 25.19 29.13 29.69 23.38 24.75
Close 25.81 32.13 30.31 32.00 28.88
Weighted average Common Shares (000) 448,742 448,037 449,520 449,949 438,856
Weighted average Common Shares and
potential Common Shares (000) 452,886 452,733 454,197 454,527 443,750
- -----------------------------------------------------------------------------------------------------------------------------------
AT PERIOD END
Loans $63,181 $61,971 $61,045 $62,012 $59,444
Earning assets 72,831 71,097 70,458 70,240 68,568
Total assets 82,577 80,889 79,992 80,020 77,691
Deposits 43,466 43,016 41,323 42,583 42,597
Long-term debt 15,815 15,168 15,457 12,967 11,353
Shareholders' equity 6,397 6,235 6,105 6,167 5,553
Full-time equivalent employees 25,523 25,758 25,650 25,862 24,586
Full-service banking offices 963 965 969 968 961
- -----------------------------------------------------------------------------------------------------------------------------------
PERFORMANCE RATIOS
Return on average total assets 1.32 % 1.40 % 1.49 % 1.31 % 1.32 %
Return on average equity 17.06 18.16 19.48 17.12 18.14
Efficiency(1) 58.61 59.26 60.22 58.66 58.09
Overhead(2) 30.18 29.97 33.19 32.37 34.25
Net interest margin (taxable equivalent) 3.92 3.97 3.95 3.99 4.08
- -----------------------------------------------------------------------------------------------------------------------------------
CAPITAL RATIOS AT PERIOD END
Equity to assets 7.75 % 7.71 % 7.63 % 7.71 % 7.15 %
Tangible equity to tangible assets 6.06 5.95 5.86 5.93 5.79
Tier 1 risk-adjusted capital 7.84 7.48 7.44 7.21 7.01
Total risk-adjusted capital 11.94 11.74 11.92 11.69 11.61
Leverage 7.85 7.41 7.21 6.95 6.88
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Nine months ended September 30,
--------------------------------
dollars in millions, except per share amounts 1999 1998
- ----------------------------------------------------------------------------------
<S> <C> <C>
FOR THE PERIOD
Interest income $ 4,206 $ 4,114
Interest expense 2,124 2,117
Net interest income 2,082 1,997
Provision for loan losses 265 220
Noninterest income 1,624 1,128
Noninterest expense 2,166 1,816
Income before income taxes 1,275 1,089
Net income 843 736
- ----------------------------------------------------------------------------------
PER COMMON SHARE
Net income $ 1.88 $ 1.68
Net income-assuming dilution 1.86 1.65
Cash dividends .78 .705
Book value at period end 14.25 12.73
Market price:
High 38.13 44.88
Low 25.19 24.75
Close 25.81 28.88
Weighted average Common Shares (000) 448,764 439,180
Weighted average Common Shares and
potential Common Shares (000) 453,267 445,047
- ----------------------------------------------------------------------------------
AT PERIOD END
Loans $63,181 $59,444
Earning assets 72,831 68,568
Total assets 82,577 77,691
Deposits 43,466 42,597
Long-term debt 15,815 11,353
Shareholders' equity 6,397 5,553
Full-time equivalent employees 25,523 24,586
Full-service banking offices 963 961
- ----------------------------------------------------------------------------------
PERFORMANCE RATIOS
Return on average total assets 1.40 % 1.33 %
Return on average equity 18.21 18.29
Efficiency(1) 59.36 58.43
Overhead(2) 31.10 36.13
Net interest margin (taxable equivalent) 3.95 4.11
- ----------------------------------------------------------------------------------
CAPITAL RATIOS AT PERIOD END
Equity to assets 7.75 % 7.15 %
Tangible equity to tangible assets 6.06 5.79
Tier 1 risk-adjusted capital 7.84 7.01
Total risk-adjusted capital 11.94 11.61
Leverage 7.85 6.88
- ----------------------------------------------------------------------------------
</TABLE>
The comparability of the information presented above is affected by certain
mergers, acquisitions and divestitures completed by Key in the time periods
presented. For further information concerning these transactions, refer to Note
3, Mergers, Acquisitions and Divestitures, beginning on page 8.
(1) Calculated as noninterest expense (excluding certain nonrecurring charges)
divided by taxable-equivalent net interest income plus noninterest income
(excluding net securities transactions and gains from certain divestitures).
(2) Calculated as noninterest expense (excluding certain nonrecurring charges)
less noninterest income (excluding net securities transactions and gains
from certain divestitures) divided by taxable-equivalent net interest
income.
26
<PAGE> 27
CASH BASIS FINANCIAL DATA
The selected financial data presented in Figure 2 highlights the performance of
Key on a cash basis for each of the last five quarters and the year-to-date
periods ended September 30, 1999 and 1998. Cash basis financial data provides a
useful tool for evaluating liquidity and for measuring a company's ability to
support future growth, pay dividends and repurchase shares.
The data presented below has been adjusted to exclude goodwill, other
intangibles and the amortization of these assets that do not qualify as Tier 1
capital. It does not exclude the impact of other noncash items such as
depreciation and the provision for loan losses. Goodwill and other
non-qualifying intangibles resulted from business combinations recorded by Key
using the purchase method of accounting. Had these business combinations
qualified for accounting using the pooling of interests method, no intangible
assets would have been recorded. Since the amortization of goodwill and other
non-qualifying intangibles does not result in a cash expense, from an investor's
perspective the economic value under either accounting method is essentially the
same. For the same reason, such amortization does not impact Key's liquidity and
funds management activities. This is the only section of this report in which
Key's financial results are discussed on a cash basis.
Figure 2 Cash Basis Selected Financial Data
<TABLE>
<CAPTION>
NINE MONTHS ENDED
1999 1998 SEPTEMBER 30,
---------------------------------- --------------------- ---------------------
dollars in millions, except per share amounts THIRD SECOND FIRST FOURTH THIRD 1999 1998
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
FOR THE PERIOD
Noninterest expense $ 677 $ 693 $ 719 $ 644 $ 608 $ 2,089 $ 1,753
Income before income taxes 434 454 464 413 394 1,352 1,152
Net income 291 302 319 281 270 912 791
- ------------------------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE
Net income $ .65 $ .67 $ .71 $ .63 $ .61 $ 2.03 $ 1.80
Net income - assuming dilution .64 .66 .71 .62 .61 2.01 1.78
Weighted average Common Shares (000) 448,742 448,037 449,520 449,949 438,856 448,764 439,180
Weighted average Common Shares and
potential Common Shares (000) 452,886 452,733 454,197 454,527 443,750 453,267 445,047
- ------------------------------------------------------------------------------------------------------------------------------------
PERFORMANCE RATIOS
Return on average total assets 1.45% 1.54% 1.65% 1.44% 1.43% 1.55% 1.45%
Return on average equity 24.13 25.89 28.14 24.02 24.43 26.01 24.96
Efficiency(1) 56.61 57.27 57.73 56.64 56.24 57.20 56.40
- ------------------------------------------------------------------------------------------------------------------------------------
GOODWILL AND NON-QUALIFYING INTANGIBLES
Goodwill average balance $1,429 $1,437 $1,428 $1,303 $1,042 $1,431 $1,049
Non-qualifying intangibles average balance 66 69 74 81 85 70 95
Goodwill amortization (after tax) 20 20 21 18 15 61 46
Non-qualifying intangibles amortization (after tax) 1 2 5 3 3 8 9
====================================================================================================================================
</TABLE>
The comparability of the information presented above is affected by certain
mergers, acquisitions and divestitures completed by Key in the time periods
presented. For further information concerning these transactions, refer to Note
3, Mergers, Acquisitions and Divestitures, beginning on page 8.
(1) Calculated as noninterest expense (excluding certain nonrecurring charges
and the amortization of goodwill and non-qualifying intangibles) divided by
taxable-equivalent net interest income plus noninterest income (excluding
net securities transactions and gains from certain divestitures).
27
<PAGE> 28
LINE OF BUSINESS RESULTS
Presented below is a summary of the comparative financial performance of each of
Key's major lines of business for the three- and nine-month periods ended
September 30, 1999 and 1998, as well as a summary of significant strategic
developments that occurred within those lines during the first nine months of
1999. It should be read in conjunction with Note 4, Line of Business Results,
beginning on page 9. This note provides additional information pertaining to the
basis of the financial results discussed and the nature of the business
conducted by each line of business.
Key's net income by line of business for the three-and nine-month periods ended
September 30, 1999 and 1998, is shown in Figure 3.
Figure 3 Net Income by Line of Business
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, CHANGE SEPTEMBER 30, CHANGE
-------------------------- ----------------------- ------------------------ -----------------------
dollars in millions 1999 1998 AMOUNT PERCENT 1999 1998 AMOUNT PERCENT
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Key Corporate Capital $ 73 $ 57 $ 16 28.1 % $206 $163 $ 43 26.4 %
Key Consumer Finance 50 52 (2) (3.8) 149 101 48 47.5
Key Community Bank 118 130 (12) (9.2) 373 398 (25) (6.3)
Key Capital Partners(1) 15 24 (9) (37.5) 69 82 (13) (15.9)
- ----------------------------------------------------------------------------------------------------------------------------------
Total segments 256 263 (7) (2.7) 797 744 53 7.1
Reconciling items 14 (11) 25 N/M 46 (8) 54 N/M
- ----------------------------------------------------------------------------------------------------------------------------------
Total net income $270 $252 $ 18 7.1 % $843 $736 $107 14.5 %
==== ==== ==== ==== ==== ====
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prior to the assignment of income and expense to the other lines of
business, as described under the following Key Capital Partners heading,
net income was $26 million and $45 million in the third quarter of 1999 and
1998, respectively, and $105 million and $122 million in the first nine
months of 1999 and 1998, respectively.
N/M = Not Meaningful
KEY CORPORATE CAPITAL
During the first nine months of 1999, Key Corporate Capital contributed
approximately 24% of Key's consolidated earnings with net income of $206
million. In the same period last year, net income was $163 million, or
approximately 22% of Key's consolidated earnings. The increase in earnings
relative to the prior year reflected higher net interest income resulting from a
21% increase in total average loans as growth occurred in almost all of Key
Corporate Capital's major business units. Also contributing to the improved
earnings was a $36 million rise in noninterest income. This included a $13
million gain recorded in the 1999 third quarter from the sale of Key's interest
in a joint venture with Compaq. The remainder of the increase in noninterest
income was led by higher income from various investment banking and capital
markets activities, and increased loan fees. The $85 million increase in total
revenue was partially offset by a $4 million increase in the provision for loan
losses and a $12 million increase in noninterest expense. The latter was
primarily attributable to growth in personnel expense, an increase in
depreciation and amortization expense, and higher costs associated with
investment banking and capital markets activities.
KEY CONSUMER FINANCE
During the first nine months of 1999, Key Consumer Finance generated net income
of $149 million, or approximately 18% of Key's consolidated earnings, up from
$101 million, or approximately 14%, for the same period last year. The
improvement in earnings was driven by higher levels of net interest income and
noninterest income, as well as a slight reduction in the provision for loan
losses. These positive factors were partially offset by an increase in
noninterest expense. Net interest income increased by $50 million as average
loans outstanding rose 11% from the first nine months of 1998. The increase in
loans reflected the continuation of strong growth in the home equity portfolio,
as well as the April 1998 acquisition of an $805 million marine/recreational
vehicle installment loan portfolio. Growth in average loans occurred despite the
securitization and sale of an aggregate $3.6 billion of automobile, home equity
and education loans since December 31, 1997, of which $3.2 billion occurred in
1999. Gains resulting from securitizations accounted for virtually all of the
$58 million increase in noninterest income from the first nine months of 1998.
The small decrease in the provision for loan losses relative to the prior year
reflected improvement in consumer credit quality. Noninterest expense rose $32
million from the 1998 year-to-date period due in large part to increases in
personnel expense, depreciation and amortization expense, and marketing costs
incurred to expand the home equity business.
28
<PAGE> 29
KEY COMMUNITY BANK
Key Community Bank's primary operating units are commercial banking and retail
banking. During 1999, strategic efforts have focused on strengthening
sales-generating capabilities and on improving efficiencies in delivering
branch-based services to support a 1999 goal of achieving at least 8% earnings
growth in the retail unit of Key Community Bank; the long-term goal is to
achieve an annual earnings growth rate of at least 10%. In the first nine months
of 1999, strategies centered on cross-selling, streamlining deposit product
offerings and improving the deposit pricing structure. As a result of these
efforts and those taken to reduce costs, the earnings contribution of the retail
banking unit was up 9% from the same period last year. Retail progress to date,
however, has been modestly offset by other factors, primary among which are
increased commercial loan net charge-offs and resulting increases in the
provision for loan losses.
In the first nine months of 1999, net income for Key Community Bank totaled $373
million, or approximately 44% of Key's consolidated earnings, compared with $398
million, or 54%, respectively, for the first nine months of 1998. The decrease
in earnings relative to the prior year reflected declines in net interest income
and noninterest income, coupled with an increase in the provision for loan
losses. These factors were partially offset by a decrease in noninterest
expense. Net interest income declined by $20 million as a moderate increase in
average loans outstanding was more than offset by a lower net interest margin,
due largely to increased reliance on higher-cost funding. The higher cost of
funds reflected the reduction in core deposits stemming from the 1998
divestiture of 46 branch offices with average deposits of approximately $321
million during the first nine months of 1998. Noninterest income decreased by $5
million as the growth in service charges on deposit accounts and loan fees was
more than offset by lower income from various investment banking and capital
markets activities. The provision for loan losses rose by $24 million in
response to a higher level of net charge-offs in the commercial banking unit of
Key Community Bank. Noninterest expense decreased by $15 million from 1998 due
primarily to lower personnel expense, including that related to incentive
compensation.
KEY CAPITAL PARTNERS
During the first nine months of 1999, Key Capital Partners recorded net income
of $69 million, or approximately 8% of Key's consolidated earnings, compared
with $82 million, or approximately 11%, a year-ago. A significant portion of
noninterest income and expense generated by Key Capital Partners is reported
under either Key Corporate Capital or Key Community Bank. This reflects Key's
management accounting practice of assigning such income and expense to the line
of business principally responsible for maintaining the relationships with
clients who use the products and services offered by Key Capital Partners. Prior
to the aforementioned assignments, Key Capital Partner's net income totaled $105
million (representing 12% of Key's consolidated earnings) in the first nine
months of 1999 and $122 million (representing 17% of Key's consolidated
earnings) in the same period last year.
During the first nine months of 1999, total revenue for Key Capital Partners
rose by $293 million ($288 million prior to revenue sharing) from the same
period a year ago. This was primarily due to the October 1998 acquisition of
McDonald, but also reflected higher revenue from trust and asset management
activities as a result of new business, the repricing of certain services and
the strength of the securities markets. The overall increase in revenue relative
to the prior year was moderated by weaker demand for derivative products and
investment banking services in the markets served by Key. Noninterest expense
was up $310 million (with or without expense sharing) from the first nine
months of 1998, also due largely to the impact of the McDonald acquisition and
the associated increases in expenses related to personnel, depreciation and
amortization.
RECONCILING ITEMS
The impact on net income from reconciling items shown in Figure 3 is primarily
the result of certain nonrecurring items, as well as charges related to
unallocated nonearning assets of corporate support functions.
For the first nine months of 1999, noninterest income included a $134 million
($85 million after tax) gain from the sale of Key's 20% interest in EPS and a
$15 million ($9 million after tax) gain from the sale of Key's interest in
Concord EFS. Included in noninterest income for the first nine months of last
year were branch divestiture gains of $39 million ($22 million after tax).
Noninterest expense for the 1999 year-to-date period included special
contributions of $23 million ($15 million after tax) made to the charitable
foundation that Key sponsors and $27 million ($17 million after tax) of other
nonrecurring charges.
29
<PAGE> 30
RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income, which is comprised of interest and loan-related fee income
less interest expense, is the principal source of earnings for Key. Net interest
income is affected by a number of factors including the level, pricing, mix and
maturity of earning assets and interest-bearing liabilities (including
off-balance sheet instruments described in Note 10, Financial Instruments with
Off-Balance Sheet Risk, beginning on page 18), interest rate fluctuations and
asset quality. To facilitate comparisons in the following discussion, net
interest income is presented on a taxable-equivalent basis, which restates
tax-exempt income to an amount that would yield the same after-tax income had
the income been subject to taxation at the statutory Federal income tax rate.
Various components of the balance sheet and their respective yields and rates
which affect interest income and expense are illustrated in Figure 4. The
information presented in Figure 5 provides a summary of the effect on net
interest income of changes in yields/rates and average balances for the
quarterly and year-to-date periods from the same periods in the prior year. A
more in-depth discussion of changes in earning assets and funding sources is
presented in the Financial Condition section beginning on page 40.
In the first quarter of 1999, Key reclassified the distributions on its capital
securities (tax-advantaged preferred securities) from noninterest expense to
interest expense and restated prior quarters to conform to the current
presentation. This was done to allow these instruments to continue to qualify
for hedge accounting in accordance with new guidelines issued by the Securities
and Exchange Commission in December 1998. As a result of the reclassification,
the net interest margin for each of the 1998 quarters presented in Figure 4 was
reduced by approximately 10 basis points from that previously reported; a
corresponding reduction also occurred in noninterest expense. The capital
securities are more fully described in Note 9, Capital Securities, beginning on
page 17. As measured using the new classification, net interest income for the
third quarter of 1999 was $700 million, up $19 million, or 3%, from the same
period last year. This improvement reflected a 7% increase in average earning
assets (primarily commercial and consumer loans) to $72.0 billion, that more
than offset a 16 basis point reduction in the net interest margin to 3.92%.
Compared with the second quarter of 1999, net interest income was up slightly as
an annualized 6% increase in average earning assets was largely offset by a 5
basis point decline in the net interest margin. The net interest margin is
computed by dividing annualized taxable-equivalent net interest income by
average earning assets.
The decrease in the margin from both the year-ago and previous quarters was
primarily driven by the growth of loans at interest rate spreads narrower than
the net interest margin in each of these prior quarters. The narrower spreads
were largely the result of greater reliance placed on higher-cost funding to
support the incremental increase in loan portfolios.
Average earning assets for the third quarter totaled $72.0 billion, which was
$4.5 billion, or 7%, higher than the third quarter 1998 level and $1.1 billion,
or an annualized 6%, above that of the second quarter of 1999. The growth from
the year-ago quarter reflected a $4.2 billion, or 7%, increase in loans with the
largest growth coming from the commercial portfolio. The third quarter of 1999
marked the tenth consecutive quarter in which this portfolio has achieved
annualized growth exceeding 10%. Also contributing to growth from the third
quarter of 1998 were increases in the home equity and lease financing segments
of the consumer loan portfolio. The growth in earning assets relative to the
prior quarter was also attributable to continued strong commercial loan growth
as well as increases in the home equity and consumer lease financing portfolios.
Key's strategy with respect to its loan portfolio is discussed in greater detail
in the Loans section beginning on page 40.
Key uses portfolio interest rate swaps, caps and floors (as defined in Note 10,
Financial Instruments with Off-Balance Sheet Risk, beginning on page 18) in the
management of its interest rate sensitivity position. The notional amount of
such swaps increased to $18.5 billion at September 30, 1999, from $12.4 billion
at year-end 1998. Over the same period, the notional amount of interest rate
caps and floors decreased by $1.3 billion to $2.6 billion. For the third quarter
of 1999, interest rate swaps (including the impact of both the spread on the
swap portfolio and the amortization of deferred gains and losses resulting from
terminated swaps) and interest rate caps and floors contributed $5 million to
net interest income and 3 basis points to the net interest margin. For the same
period last year, these instruments increased net interest income by $2 million
and the net interest margin by 1 basis point. The manner in which interest rate
swaps, caps and floors are used in Key's overall program of asset and liability
management is described in the following Market Risk Management section.
30
<PAGE> 31
Figure 4 Average Balance Sheets, Net Interest Income and Yields/Rates
<TABLE>
<CAPTION>
THIRD QUARTER 1999 SECOND QUARTER 1999
--------------------------------- -----------------------------------
AVERAGE YIELD/ AVERAGE YIELD/
dollars in millions BALANCE INTEREST RATE BALANCE INTEREST RATE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans(1,2)
Commercial, financial and agricultural $17,978 $ 348 7.66 % $17,479 $ 324 7.43 %
Real estate -- commercial mortgage 6,784 141 8.25 7,007 144 8.27
Real estate -- construction 4,190 89 8.46 4,015 81 8.09
Commercial lease financing 6,261 113 7.16 5,889 109 7.39
- ------------------------------------------------------------------------------------------------------------------------------
Total commercial loans 35,213 691 7.78 34,390 658 7.67
Real estate -- residential 4,175 80 7.64 4,546 87 7.71
Credit card 1,302 54 16.45 1,322 49 14.93
Other consumer 19,656 430 8.69 19,232 421 8.77
- ------------------------------------------------------------------------------------------------------------------------------
Total consumer loans 25,133 564 8.92 25,100 557 8.90
Loans held for sale 2,453 50 8.00 2,114 39 7.35
- ------------------------------------------------------------------------------------------------------------------------------
Total loans 62,799 1,305 8.24 61,604 1,254 8.16
Taxable investment securities 471 4 3.47 424 3 3.25
Tax-exempt investment securities(1) 499 10 8.55 560 12 8.63
- ------------------------------------------------------------------------------------------------------------------------------
Total investment securities 970 14 6.09 984 15 6.31
Securities available for sale(1,3) 6,359 106 6.54 6,575 107 6.46
Interest-bearing deposits with banks 43 1 10.25 48 1 10.82
Federal funds sold and securities
purchased under resale agreements 751 3 1.66 445 2 1.89
Trading account assets 1,042 13 4.97 1,232 20 6.34
- ------------------------------------------------------------------------------------------------------------------------------
Total short-term investments 1,836 17 3.74 1,725 23 5.32
- ------------------------------------------------------------------------------------------------------------------------------
Total earning assets 71,964 1,442 7.96 70,888 1,399 7.91
Allowance for loan losses (920) (919)
Other assets 10,251 10,056
- ------------------------------------------------------------------------------------------------------------------------------
$81,295 $80,025
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Money market deposit accounts $13,274 100 2.97 $13,145 96 2.93
Savings deposits 2,699 11 1.63 2,811 12 1.62
NOW accounts 610 1 1.37 743 3 1.45
Certificates of deposit ($100,000 or more) 4,475 59 5.22 3,737 47 5.07
Other time deposits 12,095 150 4.91 11,811 144 4.90
Deposits in foreign office 776 10 4.99 1,096 13 4.75
- ------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 33,929 331 3.87 33,343 315 3.79
Federal funds purchased and securities
sold under repurchase agreements 4,495 51 4.49 5,479 63 4.59
Bank notes and other short-term borrowings 7,428 103 5.50 6,786 88 5.22
Long-term debt, including capital securities(4) 17,069 248 5.79 16,530 229 5.57
- ------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities 62,921 733 4.62 62,138 695 4.48
Noninterest-bearing deposits 8,534 8,438
Other liabilities 3,561 3,264
Common shareholders' equity 6,279 6,185
- ------------------------------------------------------------------------------------------------------------------------------
$81,295 $80,025
======= =======
Interest rate spread (TE) 3.34 3.43
- ------------------------------------------------------------------------------------------------------------------------------
Net interest income (TE) and net
interest margin (TE) $ 709 3.92 % $704 3.97 %
====== ======== ==== ==========
Capital securities $ 1,205 $ 22 $ 1,162 $ 21
Taxable-equivalent adjustment(1) 9 7
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Interest income on tax-exempt securities and loans has been adjusted to a
taxable-equivalent basis using the statutory Federal income tax rate of 35%.
(2) For purposes of these computations, nonaccrual loans are included in
average loan balances.
(3) Yield is calculated on the basis of amortized cost.
(4) Rate calculation excludes ESOP debt.
TE = Taxable Equivalent
31
<PAGE> 32
Figure 4 Average Balance Sheets, Net Interest Income and Yields/Rates
<TABLE>
<CAPTION>
FIRST QUARTER 1999 FOURTH QUARTER 1998
-------------------------------- ----------------------------------
AVERAGE YIELD/ AVERAGE YIELD/
dollars in millions BALANCE INTEREST RATE BALANCE INTEREST RATE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans (1,2)
Commercial, financial and agricultural $16,994 $ 314 7.49 % $16,711 $ 326 7.74 %
Real estate -- commercial mortgage 7,176 148 8.36 7,394 158 8.48
Real estate -- construction 3,651 73 8.11 3,355 71 8.40
Commercial lease financing 5,723 103 7.30 5,241 100 7.57
- ----------------------------------------------------------------------------------------------------------------------
Total commercial loans 33,544 638 7.71 32,701 655 7.95
Real estate -- residential 4,868 91 7.58 5,174 99 7.59
Credit card 1,377 49 14.43 1,388 52 14.86
Other consumer 19,485 432 8.99 18,682 421 8.94
- ----------------------------------------------------------------------------------------------------------------------
Total consumer loans 25,730 572 9.02 25,244 572 8.99
Loans held for sale 2,419 44 7.38 2,711 54 7.90
- ----------------------------------------------------------------------------------------------------------------------
Total loans 61,693 1,254 8.24 60,656 1,281 8.38
Taxable investment securities 375 4 4.33 334 2 3.53
Tax-exempt investment securities(1) 615 13 8.57 668 15 8.91
- ----------------------------------------------------------------------------------------------------------------------
Total investment securities 990 17 6.96 1,002 17 6.73
Securities available for sale(1,3) 6,004 97 6.58 6,066 99 6.47
Interest-bearing deposits with banks 22 1 14.13 25 -- 13.66
Federal funds sold and securities
purchased under resale agreements 749 5 2.71 1,102 11 3.96
Trading account assets 1,204 15 5.05 620 11 7.04
- ----------------------------------------------------------------------------------------------------------------------
Total short-term investments 1,975 21 4.31 1,747 22 5.00
- ----------------------------------------------------------------------------------------------------------------------
Total earning assets 70,662 1,389 7.97 69,471 1,419 8.10
Allowance for loan losses (888) (888)
Other assets 10,084 10,385
- ----------------------------------------------------------------------------------------------------------------------
$79,858 $78,968
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Money market deposit accounts $12,540 94 3.04 $12,152 98 3.20
Savings deposits 2,899 12 1.68 2,983 11 1.46
NOW accounts 1,210 4 1.34 1,205 5 1.65
Certificates of deposit ($100,000 or more) 3,646 46 5.12 3,816 52 5.41
Other time deposits 11,814 147 5.05 11,916 156 5.19
Deposits in foreign office 509 6 4.78 366 5 5.01
- ----------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 32,618 309 3.84 32,438 327 4.00
Federal funds purchased and securities
sold under repurchase agreements 5,077 54 4.31 5,205 61 4.65
Bank notes and other short-term borrowings 9,208 119 5.24 10,171 140 5.46
Long-term debt, including capital securities(4) 15,172 214 5.73 13,262 196 5.86
- ----------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities 62,075 696 4.55 61,076 724 4.70
Noninterest-bearing deposits 8,495 8,810
Other liabilities 3,188 3,057
Common shareholders' equity 6,100 6,025
- ----------------------------------------------------------------------------------------------------------------------
$79,858 $78,968
======= =======
Interest rate spread (TE) 3.42 3.40
- ----------------------------------------------------------------------------------------------------------------------
Net interest income (TE) and net
interest margin (TE) $ 693 3.95 % $ 695 3.99 %
===== ========= ===== =========
Capital securities $ 1,039 $ 19 $ 997 $ 18
Taxable-equivalent adjustment(1) 8 8
<CAPTION>
THIRD QUARTER 1998
-----------------------------------
AVERAGE YIELD/
dollars in millions BALANCE INTEREST RATE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Loans (1,2)
Commercial, financial and agricultural $15,815 $ 328 8.23 %
Real estate -- commercial mortgage 7,034 160 9.02
Real estate -- construction 3,052 69 8.97
Commercial lease financing 4,933 90 7.24
- ---------------------------------------------------------------------------------------
Total commercial loans 30,834 647 8.32
Real estate -- residential 5,274 102 7.67
Credit card 1,432 53 14.68
Other consumer 17,423 399 9.09
- ---------------------------------------------------------------------------------------
Total consumer loans 24,129 554 9.11
Loans held for sale 3,596 75 8.27
- ---------------------------------------------------------------------------------------
Total loans 58,559 1,276 8.64
Taxable investment securities 269 3 4.05
Tax-exempt investment securities(1) 726 15 8.20
- ---------------------------------------------------------------------------------------
Total investment securities 995 18 7.18
Securities available for sale(1,3) 6,175 105 6.75
Interest-bearing deposits with banks 35 1 14.32
Federal funds sold and securities
purchased under resale agreements 951 12 5.01
Trading account assets 742 11 5.88
- ---------------------------------------------------------------------------------------
Total short-term investments 1,728 24 5.51
- ---------------------------------------------------------------------------------------
Total earning assets 67,457 1,423 8.37
Allowance for loan losses (888)
Other assets 9,317
- ---------------------------------------------------------------------------------------
$75,886
=======
LIABILITIES AND SHAREHOLDERS' EQUITY
Money market deposit accounts $11,783 99 3.33
Savings deposits 3,118 14 1.78
NOW accounts 1,160 5 1.71
Certificates of deposit ($100,000 or more) 3,399 47 5.49
Other time deposits 11,965 161 5.34
Deposits in foreign office 954 13 5.41
- ---------------------------------------------------------------------------------------
Total interest-bearing deposits 32,379 339 4.15
Federal funds purchased and securities
sold under repurchase agreements 7,456 99 5.27
Bank notes and other short-term borrowings 7,305 108 5.87
Long-term debt, including capital securities(4) 12,026 188 6.20
- ---------------------------------------------------------------------------------------
Total interest-bearing liabilities 59,166 734 4.92
Noninterest-bearing deposits 8,485
Other liabilities 2,724
Common shareholders' equity 5,511
- ---------------------------------------------------------------------------------------
$75,886
Interest rate spread (TE) 3.45
- ---------------------------------------------------------------------------------------
Net interest income (TE) and net
interest margin (TE) $ 689 4.08 %
===== ====
Capital securities $ 997 $ 19
Taxable-equivalent adjustment(1) 8
- ---------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Interest income on tax-exempt securities and loans has been adjusted to a
taxable-equivalent basis using the statutory Federal income tax rate of 35%.
(2) For purposes of these computations, nonaccrual loans are included in
average loan balances.
(3) Yield is calculated on the basis of amortized cost.
(4) Rate calculation excludes ESOP debt.
TE = Taxable Equivalent
32
<PAGE> 33
Figure 5 Components of Net Interest Income Changes
<TABLE>
<CAPTION>
FROM THREE MONTHS ENDED SEPTEMBER 30, 1998, FROM NINE MONTHS ENDED SEPTEMBER 30, 1998,
TO THREE MONTHS ENDED SEPTEMBER 30, 1999 TO NINE MONTHS ENDED SEPTEMBER 30, 1999
------------------------------------------- ------------------------------------------
AVERAGE YIELD/ NET AVERAGE YIELD/ NET
in millions VOLUME RATE CHANGE VOLUME RATE CHANGE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Loans $90 $(61) $29 $358 $(210) $148
Taxable investment securities 2 (1) 1 5 (4) 1
Tax-exempt investment securities (5) -- (5) (18) 1 (17)
Securities available for sale 3 (2) 1 (24) (17) (41)
Short-term investments 1 (8) (7) 13 (14) (1)
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest income (taxable equivalent) 91 (72) 19 334 (244) 90
INTEREST EXPENSE
Money market deposit accounts 12 (11) 1 35 (29) 6
Savings deposits (2) (1) (3) (7) (6) (13)
NOW accounts (2) (2) (4) (4) (3) (7)
Certificates of deposit ($100,000 or more) 14 (2) 12 21 (11) 10
Other time deposits 2 (13) (11) (17) (40) (57)
Deposits in foreign office (2) (1) (3) (11) (5) (16)
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 22 (30) (8) 17 (94) (77)
Federal funds purchased and securities sold
under repurchase agreements (35) (13) (48) (75) (38) (113)
Bank notes and other short-term borrowings 2 (7) (5) 24 (34) (10)
Long-term debt, including capital securities 74 (14) 60 249 (42) 207
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest expense 63 (64) (1) 215 (208) 7
- ------------------------------------------------------------------------------------------------------------------------------------
Net interest income (taxable equivalent) $28 $ (8) $20 $119 $ (36) $ 83
=== ==== === ==== ===== ====
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The change in interest not due solely to volume or rate has been allocated in
proportion to the absolute dollar amounts of the change in each.
MARKET RISK MANAGEMENT
Market risk is the exposure to economic loss that arises from changes in the
values of certain market risk sensitive instruments. Types of market risk
include interest rate, foreign exchange and equity price risk (the risk of
economic loss related to equity securities held as assets). Foreign exchange and
equity price risk are not material to Key.
Asset and Liability Management
- ------------------------------
Key manages its interest rate risk through an active program of asset and
liability management pursuant to guidelines established by its Asset/Liability
Management Policy Committee ("ALCO"). The ALCO has responsibility for approving
the asset/liability management policies of Key, overseeing the formulation and
implementation of strategies to improve balance sheet positioning and/or
earnings, and reviewing Key's interest rate sensitivity position.
Measurement of Short-term Interest Rate Exposure: The primary tool utilized by
management to measure and manage interest rate risk is a net interest income
simulation model. Use of the model to perform simulations of changes in interest
rates over one- and two-year time horizons has enabled management to develop
strategies for managing exposure to interest rate risk. In its simulations,
management estimates the impact on net interest income of various pro forma
changes in the overall level of interest rates. These estimates are based on a
large number of assumptions related to loan and deposit growth, asset and
liability prepayments, interest rates, on- and off-balance sheet management
strategies and other factors. Management believes that both individually and in
the aggregate these assumptions are reasonable, but the complexity of the
simulation modeling process results in a sophisticated estimate, not a precise
calculation of exposure. The ALCO guidelines provide that a gradual 200 basis
point increase or decrease in short-term rates over the next twelve-month period
should not result in more than a 2% impact on net interest income over the same
period from what net interest income would have been if such interest rates did
not change. As of September 30, 1999, based on the results of the simulation
model using the ALCO guidelines, Key would expect its net interest income to
increase by approximately $35 million if short-term interest rates gradually
decrease. Conversely, if short-term interest rates gradually increase, net
interest income would be expected to decrease by approximately $29 million.
33
<PAGE> 34
Measurement of Long-term Interest Rate Exposure: Short-term interest rate risk
analysis is complemented by an economic value of equity model. This model
provides the added benefit of measuring exposure to interest rate changes
outside the one- to two-year time frame measured by the simulation model. The
economic value of Key's equity is determined by modeling the net present value
of future cash flows for asset, liability and off-balance sheet positions based
on the implied forward yield curve. Economic value analysis has several
limitations including: the economic values of asset, liability and off-balance
sheet positions do not represent the true fair values of the positions, since
they do not consider factors such as credit risk and liquidity; the use of
estimates of cash flows is necessary for assets and liabilities with
indeterminate maturities; the future structure of the balance sheet derived from
ongoing loan and deposit activity by Key's core businesses is not factored into
present value calculations; and the analysis requires assumptions about events
that span an even longer time frame than that used in the simulation model.
Despite its limitations, the economic value of equity model does provide
management with a relatively sophisticated tool for evaluating the longer term
effect of possible interest rate movements. The ALCO guidelines provide that an
immediate 200 basis point increase or decrease in interest rates should not
result in more than a 1.75% change in the ratio of base case economic value of
equity to the sum of base case economic value of assets and net fixed rate
interest rate swaps, caps and floors. Key has been operating well within these
guidelines.
Other Sources of Interest Rate Exposure: Key utilizes the results of its
short-term and long-term interest rate exposure models to formulate strategies
to improve balance sheet positioning and/or earnings within interest rate risk,
liquidity and capital guidelines established by the ALCO. In addition to the
interest rate exposure measured using ALCO guidelines, the risk to earnings and
economic value arising from various other pro forma changes in the overall level
of interest rates is periodically measured. The variety of interest rate
scenarios modeled, and their potential impact on earnings and economic value,
quantifies the level of interest rate exposure arising from several sources,
namely option risk, basis risk and gap risk. Option risk exists in the form of
options (including caps and floors) embedded in certain products. These options
permit the client (either a loan client or a depositor) to take advantage of
changes in interest rates without penalty. Examples include floating-rate loans
that contain an interest rate cap, fixed-rate loans that do not contain
prepayment penalties and deposits that can be withdrawn on demand. Basis risk
refers to floating-rate assets and floating-rate liabilities that reprice
simultaneously, but are tied to different indices. Basis risk arises when one
index does not move consistently with another. Gap risk is the risk that assets,
liabilities or related interest rate swaps, caps and floors will mature or
reprice in different time frames. For example, floating-rate loans that reprice
monthly may be funded with fixed-rate certificates of deposit that mature in one
year.
Management of Interest Rate Exposure: To manage interest rate risk, management
uses interest rate swaps, caps and floors to modify the repricing or maturity
characteristics of specified on-balance sheet assets and liabilities.
Instruments used for this purpose are designated as portfolio swaps, caps and
floors. The decision to use these instruments versus on-balance sheet
alternatives depends on various factors, including the mix and cost of funding
sources, liquidity and capital requirements. Further details pertaining to
portfolio swaps, caps and floors are included in Note 10, Financial Instruments
with Off-Balance Sheet Risk, beginning on page 18. In addition, management
strategically selects the interest sensitivity structure of additions to Key's
securities portfolio, new debt issuances and loan securitizations in light of
interest rate risk management objectives.
Portfolio Swaps, Caps and Floors: As shown in Note 10, the estimated fair value
of Key's portfolio swaps, caps and floors decreased to ($1) million at September
30, 1999, from a fair value of $156 million at December 31, 1998. The decrease
in fair value over the past nine months reflected the combined impact of a
number of factors, including the increase in interest rates, the steepening of
the implied forward yield curve, and the fact that Key's receive fixed interest
rate swap portfolio has a slightly longer average remaining maturity than the
pay fixed portfolio. Swaps with a notional amount of $3.2 billion were
terminated during the first nine months of 1999, resulting in a deferred gain of
$12 million. Further information pertaining to the balance and remaining
amortization period of Key's deferred swap gains and losses at September 30,
1999, is also presented in Note 10. Each swap termination was made in response
to a unique set of circumstances and for various reasons; however, the decision
to terminate any swap contract is integrated strategically with asset and
liability management and other appropriate processes. Key from time to time uses
portfolio caps in response to heavier reliance placed on variable rate funding
to support earning asset growth. These instruments are used primarily to protect
against the adverse impact that a future rise in interest rates could have on
variable rate short-term borrowings, while having no impact in the event of a
decline in rates. Portfolio swaps, caps and floors activity for the nine-month
period ended September 30, 1999, is summarized in Figure 6.
34
<PAGE> 35
Figure 6 Portfolio Swaps, Caps and Floors Activity
<TABLE>
<CAPTION>
RECEIVE FIXED
-------------------------------- PAY FIXED-
INDEXED PAY FIXED- FORWARD- BASIS
in millions AMORTIZING CONVENTIONAL CONVENTIONAL STARTING SWAPS
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 $311 $4,325 $4,872 $ 10 $2,872
Additions -- 3,821 1,004 882 7,237
Maturities -- 1,289 1,517 -- 700
Terminations -- 895 621 636 1,001
Forward-starting becoming effective -- -- 108 (108) --
Amortization 179 -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT September 30, 1999 $132 $5,962 $3,846 $148 $8,408
==== ====== ====== ==== ======
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
TOTAL CAPS
PORTFOLIO AND
in millions SWAPS FLOORS TOTAL
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 $12,390 $3,875 $16,265
Additions 12,944 115 13,059
Maturities 3,506 1,425 4,931
Terminations 3,153 -- 3,153
Forward-starting becoming effective -- -- --
Amortization 179 -- 179
- ---------------------------------------------------------------------------------
BALANCE AT September 30, 1999 $18,496 $2,565 $21,061
======= ====== =======
- ---------------------------------------------------------------------------------
</TABLE>
A summary of the notional amount and fair values of portfolio swaps, caps and
floors by interest rate management strategy is presented in Figure 7. The fair
value at any given date represents the estimated income (if positive) or cost
(if negative) that would be recognized if the portfolios were to be liquidated
at that date. However, because these instruments are used to alter the repricing
or maturity characteristics of specific assets and liabilities, the net
unrealized gains and losses are not recognized in earnings. Interest from these
swaps, caps and floors is recognized on an accrual basis as an adjustment of the
interest income or expense from the asset or liability being managed.
Figure 7 Portfolio Swaps, Caps and Floors by Interest Rate Management Strategy
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999 DECEMBER 31, 1998 SEPTEMBER 30, 1998
-------------------- --------------------- ---------------------
NOTIONAL FAIR NOTIONAL FAIR NOTIONAL FAIR
in millions AMOUNT VALUE AMOUNT VALUE AMOUNT VALUE
- ------------------------------------------------------------------------------------------------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Convert variable rate loans to fixed $ 1,282 $(6) $ 1,526 $ 58 $ 2,182 $ 75
Convert fixed rate loans to variable 642 9 909 (38) 899 (52)
Convert fixed rate securities to variable 322 11 -- -- -- --
Convert variable rate deposits and short-term borrowings to fixed 1,150 5 2,378 (24) 2,430 (37)
Convert fixed rate deposits and short-term borrowings to variable 226 (3) 200 -- -- --
Convert variable rate long-term debt to fixed 1,880 29 1,595 (6) 700 (13)
Convert fixed rate long-term debt to variable 4,586 (48) 2,910 169 2,410 205
Basis swaps - foreign currency denominated debt 321 (9) 304 19 304 19
Basis swaps - interest rate indices 8,087 6 2,568 -- 1,500 --
- ------------------------------------------------------------------------------------------------------------- ---------------------
Total portfolio swaps 18,496 (6) 12,390 178 10,425 197
Modify characteristics of variable rate short-term borrowings 2,050 4 3,060 2 3,530 --
Modify characteristics of variable rate long-term debt 515 1 565 -- 565 --
Modify characteristics of capital securities remarketing -- -- 250 (24) 250 (26)
- ------------------------------------------------------------------------------------------------------------- ---------------------
Total portfolio caps and floors 2,565 5 3,875 (22) 4,345 (26)
- ------------------------------------------------------------------------------------------------------------- ---------------------
Total portfolio swaps, caps and floors $21,061 $(1) $16,265 $156 $14,770 $171
======= === ======= ==== ======= ====
- ------------------------------------------------------------------------------------------------------------- ---------------------
</TABLE>
The expected average maturities of the portfolio swaps, caps and floors at
September 30, 1999, are summarized in Figure 8.
Figure 8 Expected Average Maturities of Portfolio Swaps, Caps and Floors
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999 RECEIVE FIXED
----------------------------- PAY FIXED-
INDEXED PAY FIXED- FORWARD- BASIS
in millions AMORTIZING CONVENTIONAL CONVENTIONAL STARTING SWAPS
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mature in one year or less $132 $1,940 $ 536 -- $4,505
Mature after one through five years -- 2,440 2,555 $108 3,903
Mature after five through ten years -- 982 379 1 --
Mature after ten years -- 600 376 39 --
- ----------------------------------------------------------------------------------------------------------------------------
Total portfolio swaps, caps and floors $132 $5,962 $3,846 $148 $8,408
==== ====== ====== ==== ======
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
September 30, 1999
TOTAL CAPS
PORTFOLIO AND
in millions SWAPS FLOORS TOTAL
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mature in one year or less $ 7,113 $1,950 $ 9,063
Mature after one through five years 9,006 615 9,621
Mature after five through ten years 1,362 -- 1,362
Mature after ten years 1,015 -- 1,015
- --------------------------------------------------------------------------------------------
Total portfolio swaps, caps and floors $18,496 $2,565 $21,061
======= ====== =======
- --------------------------------------------------------------------------------------------
</TABLE>
Trading Portfolio Risk Management
- ---------------------------------
Key's trading portfolio includes interest rate swap contracts entered into to
accommodate the needs of its clients, and other positions with third parties
that are intended to mitigate the interest rate risk of the client positions,
foreign exchange contracts entered into to accommodate the needs of its clients
and financial assets and liabilities (trading positions) included in other
assets and other liabilities, respectively, on the balance sheet. Further
information pertaining
35
<PAGE> 36
to off-balance sheet contracts is included in Note 10, Financial Instruments
with Off-Balance Sheet Risk, beginning on page 18.
Key uses a value at risk ("VAR") model to estimate the adverse effect of changes
in interest and foreign exchange rates on the fair value of its trading
portfolio. VAR uses statistical methods to estimate the maximum potential
one-day loss with a 95% confidence level. At September 30, 1999, Key's aggregate
daily VAR was $1 million and averaged $1.6 million for the first nine months of
1999. As of September 30, 1998, Key's aggregate daily VAR was $.3 million and
averaged $.6 million for the first nine months of 1998. VAR augments other
controls used by Key to mitigate the market risk exposure of its trading
portfolio. These controls are established by Key's Financial Markets Committee
and include, in addition to VAR, loss and position equivalent limits which are
based on the level of activity and volatility of trading products and market
liquidity.
NONINTEREST INCOME
As shown in Figure 9, noninterest income for the third quarter of 1999 totaled
$489 million, up $97 million, or 25%, from the same period last year. Included
in third quarter 1999 results was a $13 million gain from the sale of Key's
interest in a joint venture with Compaq. Excluding this gain and net securities
gains of $2 million in the current year, noninterest income increased by $82
million, or 21%, and comprised 40% of total revenue for the quarter, up from 36%
a year-ago. Strong increases in income from trust and asset management (up $30
million) and insurance and brokerage (up $24 million) were principally due to
the impact of the October 1998 acquisition of McDonald. Investment banking and
capital markets income contributed $15 million to the increase from the year-ago
quarter, but was $23 million below that reported for the second quarter of 1999,
due to weaker conditions in the financial markets served by Key. Noninterest
income for the third quarter of 1999 also benefited from $32 million of net loan
securitization gains compared with $7 million for the same period last year.
Approximately $16 million of the current year gains resulted from the
securitization and sale of $743 million of education loans previously scheduled
for the fourth quarter of 1999. Key accelerated the education loan
securitizations as part of a strategy to reduce its need for funding
transactions in the fourth quarter, when they could possibly be influenced by
millenium-induced fears. The increase in noninterest income relative to the 1998
third quarter was moderated somewhat by a $21 million decline in loan sale
gains, due in part to the increase in interest rates that has occurred over the
past year. Additional detail pertaining to investment banking and capital
markets income, and trust income and assets is presented in Figures 10 and 11,
respectively.
Figure 9 Noninterest Income
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, CHANGE SEPTEMBER 30,
---------------------- --------------------- ----------------------
dollars in millions 1999 1998 AMOUNT PERCENT 1999 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trust and asset management income $112 $ 82 $30 36.6 % $ 328 $ 239
Service charges on deposit accounts 83 77 6 7.8 246 230
Investment banking and capital markets income 77 62 15 24.2 243 159
Insurance and brokerage income 46 22 24 109.1 162 68
Corporate owned life insurance income 25 25 -- N/M 76 72
Credit card fees 16 18 (2) (11.1) 47 50
Net loan securitization gains 32 7 25 357.1 82 7
Net securities gains 2 -- 2 N/M 26 4
Gains from branch divestitures -- -- -- -- -- 39
Gains from other divestitures 13 -- 13 N/M 161 23
Other income:
Letter of credit and loan fees 25 20 5 25.0 69 51
Electronic banking fees 16 12 4 33.3 42 33
Loan securitization servicing fees 6 7 (1) (14.3) 21 25
Mortgage banking income -- 1 (1) (100.0) 2 4
Gains from sales of loans 3 24 (21) (87.5) 25 44
Miscellaneous income 33 35 (2) (5.7) 94 80
- ------------------------------------------------------------------------------------------------------------------------
Total other income 83 99 (16) (16.2) 253 237
- ------------------------------------------------------------------------------------------------------------------------
Total noninterest income $489 $392 $97 24.7 % $1,624 $1,128
==== ==== === ====== ======
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CHANGE
-----------------------
dollars in millions AMOUNT PERCENT
- ---------------------------------------------------------------------
<S> <C> <C>
Trust and asset management income $ 89 37.2 %
Service charges on deposit accounts 16 7.0
Investment banking and capital markets income 84 52.8
Insurance and brokerage income 94 138.2
Corporate owned life insurance income 4 5.6
Credit card fees (3) (6.0)
Net loan securitization gains 75 1,071.4
Net securities gains 22 550.0
Gains from branch divestitures (39) (100.0)
Gains from other divestitures 138 600.0
Other income:
Letter of credit and loan fees 18 35.3
Electronic banking fees 9 27.3
Loan securitization servicing fees (4) (16.0)
Mortgage banking income (2) (50.0)
Gains from sales of loans (19) (43.2)
Miscellaneous income 14 17.5
- ---------------------------------------------------------------------
Total other income 16 6.8
- ---------------------------------------------------------------------
Total noninterest income $496 44.0 %
====
- ---------------------------------------------------------------------
</TABLE>
For the first nine months of 1999, noninterest income totaled $1.6 billion, up
$496 million, or 44%, from the comparable 1998 period. Included in 1999 results
were gains of $13 million from the third quarter sale of Key's interest in a
joint venture with Compaq, $15 million from the second quarter sale of Key's
interest in Concord EFS (included in net securities gains) and $134 million from
the sale of Key's interest in EPS in the first quarter. Excluding these gains,
branch divestiture gains of $39 million recorded during the first half of 1998
and net securities gains in both years, noninterest income grew by $366 million,
or 34%. Bolstered by the McDonald acquisition, the year-to-date increase was due
principally to the growth in income from insurance and brokerage (up $94
million), trust and asset management
36
<PAGE> 37
(up $89 million) and investment banking and capital markets (up $84 million).
The $75 million increase in net loan securitization gains resulted from the
securitization and sale of $3.2 billion of consumer loans during the first nine
months of 1999. The volume of securitizations reflected Key's desire to
diversify its funding sources, as well as the acceleration of the education loan
securitization originally planned for the fourth quarter. In addition, some
securitizations previously planned for the 1998 fourth quarter had been delayed
due to the volatility experienced in the capital markets at that time.
Figure 10 Investment Banking and Capital Markets Income
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, CHANGE
-------------------------- -----------------------
dollars in millions 1999 1998 AMOUNT PERCENT
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dealer trading and derivatives income $28 $17 $11 64.7 %
Investment banking income 28 32 (4) (12.5)
Equity capital income 13 7 6 85.7
Foreign exchange income 8 6 2 33.3
- -----------------------------------------------------------------------------------------------------------------------
Total investment banking and capital markets income $77 $62 $15 24.2 %
=== === ===
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, CHANGE
-------------------------- ------------------------
dollars in millions 1999 1998 AMOUNT PERCENT
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dealer trading and derivatives income $ 99 $ 55 $44 80.0 %
Investment banking income 92 47 45 95.7
Equity capital income 31 41 (10) (24.4)
Foreign exchange income 21 16 5 31.3
- --------------------------------------------------------------------------------------------------------------------
Total investment banking and capital markets income $243 $159 $84 52.8 %
==== ==== ===
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Figure 11 Trust and Asset Management
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, CHANGE
------------------------------ --------------------------
dollars in millions 1999 1998 AMOUNT PERCENT
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Personal asset management and custody fees $ 48 $ 42 $ 6 14.3 %
Institutional asset management and custody fees 22 23 (1) (4.3)
Bond services 7 -- 7 N/M
All other fees 35 17 18 105.9
- ------------------------------------------------------------------------------------------------------------------------------
Total trust and asset management income $112 $ 82 $30 36.6 %
==== ==== ===
dollars in billions
- ---------------------------------------------------------------------------------------------------------------------------
SEPTEMBER 30,
Discretionary assets $ 67 $ 63 $ 4 6.3 %
Non-discretionary assets 48 44 4 9.1
- ---------------------------------------------------------------------------------------------------------------------------
Total trust assets $115 $107 $ 8 7.5 %
==== ==== ===
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, CHANGE
------------------------------ -----------------------
dollars in millions 1999 1998 AMOUNT PERCENT
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Personal asset management and custody fees $141 $123 $18 14.6 %
Institutional asset management and custody fees 70 66 4 6.1
Bond services 19 -- 19 N/M
All other fees 98 50 48 96.0
- ------------------------------------------------------------------------------------------------------------------------
Total trust and asset management income $328 $239 $89 37.2 %
==== ==== ===
</TABLE>
N/M=Not Meaningful
NONINTEREST EXPENSE
As shown in Figure 12, noninterest expense for the third quarter of 1999 totaled
$701 million, compared with $628 million for the third quarter of 1998. During
the first quarter of 1999, Key reclassified the distributions on its
tax-advantaged preferred securities from noninterest expense to interest expense
and restated prior quarters to conform to the current presentation. This was
done to allow these instruments to continue to qualify for hedge accounting in
accordance with new guidelines issued by the Securities and Exchange Commission
in December 1998. The distributions on these securities totaled $22 million and
$19 million in the third quarter of 1999 and 1998, respectively. The increase in
total noninterest expense from the year-ago quarter came largely from a $39
million increase in personnel costs, due primarily to the McDonald acquisition
completed in October 1998. Further information pertaining to the McDonald
transaction is disclosed in Note 3, Mergers, Acquisitions and Divestitures,
beginning on page 8. In addition, computer-processing expense rose by $14
million due principally to a higher level of computer software amortization and
marketing expense was up $10 million as a result of higher advertising costs.
The increase in personnel expense was moderated by a $21 million reduction in
stock-based compensation as a result of the lower KeyCorp stock price.
For the first nine months of 1999, noninterest expense totaled $2.2 billion, up
$350 million, or 19%, from the same period last year. In light of the gains
realized from the sales of Concord EFS and EPS, in 1999 Key made $23 million of
special contributions to the charitable foundation that it sponsors. Excluding
these contributions and $27 million of other nonrecurring charges recorded
during the current year, noninterest expense grew by $300 million, or 17%. This
reflected higher costs associated with personnel expense (up $194 million),
computer processing expense (up $46 million), equipment expense (up $14 million)
and intangibles amortization (up $12 million). Key's management is currently in
the process of evaluating several initiatives designed to reduce Key's operating
costs. Among these initiatives are the potential outsourcing of certain
nonstrategic support functions (which may result in the write-off of selected
assets, including certain software); the proposed sale of Key's credit card
portfolio; site consolidations in a number of Key's businesses; and the
potential sale and leaseback of most of Key's real estate holdings. It is
possible
37
<PAGE> 38
that as a result of the evaluation, Key will incur a number of special charges;
the amounts and timing of any such possible charges would be determined upon
conclusion of the evaluation, although some may be incurred in the fourth
quarter of 1999.
Included in noninterest expense for the third quarter of 1999 was $1 million ($5
million in the third quarter of 1998) of expense incurred in connection with
efforts being undertaken by Key to modify computer information systems to be
Year 2000 compliant. For the first nine months of the year, these expenses
totaled $9 million ($17 million for the first nine months of 1998). Further
information pertaining to the Year 2000 issue and the status of Key's efforts to
address it is included under the "Year 2000" heading below.
The efficiency ratio, which provides a measure of the extent to which recurring
revenues are used to pay operating expenses, was 58.61% for the third quarter,
compared with 59.26% for the second quarter of 1999 and 58.09% for the third
quarter of 1998. The increase in the ratio over the past year was due primarily
to the impact of the October 1998 acquisition of McDonald. This ratio has
improved, however, for two consecutive quarters reflecting an increase in core
revenue in the second quarter and the effective management of expenses. Included
in other expense are equity- and gross receipts-based taxes that are assessed in
lieu of an income tax in certain states in which Key operates. These taxes,
which are shown in Figure 12, represented 75, 74 and 82 basis points of Key's
efficiency ratio for the third quarter of 1999, the second quarter of 1999 and
the third quarter of 1998, respectively. The extent to which such taxes impact
the level of noninterest expense will vary among companies based on the
geographic locations in which they conduct their business.
Figure 12 Noninterest Expense
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, CHANGE SEPTEMBER 30,
------------------------- ----------------------- -------------------------
dollars in millions 1999 1998 AMOUNT PERCENT 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Personnel $356 $317 $39 12.3 % $1,111 $ 913
Net occupancy 58 58 -- -- 175 170
Equipment 48 46 2 4.3 153 134
Computer processing 60 46 14 30.4 173 127
Marketing 35 25 10 40.0 84 81
Amortization of intangibles 25 22 3 13.6 79 67
Professional fees 18 14 4 28.6 50 46
Other expense:
Postage and delivery 17 17 -- -- 54 54
Telecommunications 14 13 1 7.7 42 40
Equity- and gross receipts- based taxes 9 9 -- -- 26 27
Miscellaneous 61 61 -- -- 219 157
- ------------------------------------------------------------------------------------------------------------------------------------
Total other expense 101 100 1 1.0 341 278
- ------------------------------------------------------------------------------------------------------------------------------------
Total noninterest expense $701 $628 $73 11.6 % $2,166 $1,816
==== ==== === ====== ======
Full-time equivalent employees at period end 25,523 24,586 25,523 24,586
Efficiency ratio(1) 58.61 % 58.09 % 59.36 % 58.43 %
Overhead ratio(2) 30.18 34.25 31.10 36.13
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CHANGE
--------------------------
dollars in millions AMOUNT PERCENT
- -------------------------------------------------------------------------------
<S> <C> <C>
Personnel $198 21.7 %
Net occupancy 5 2.9
Equipment 19 14.2
Computer processing 46 36.2
Marketing 3 3.7
Amortization of intangibles 12 17.9
Professional fees 4 8.7
Other expense:
Postage and delivery -- --
Telecommunications 2 5.0
Equity- and gross receipts- based taxes (1) (3.7)
Miscellaneous 62 39.5
- -------------------------------------------------------------------------------
Total other expense 63 22.7
- -------------------------------------------------------------------------------
Total noninterest expense $350 19.3 %
====
</TABLE>
(1) Calculated as noninterest expense (excluding certain nonrecurring charges)
divided by taxable-equivalent net interest income plus noninterest income
(excluding net securities transactions and gains from certain divestitures).
(2) Calculated as noninterest expense (excluding certain nonrecurring charges)
less noninterest income (excluding net securities transactions and gains
from certain divestitures) divided by taxable-equivalent net interest
income.
Year 2000
- ---------
During the first nine months of 1999, Key continued its efforts to prepare its
systems to be Year 2000 compliant. The Year 2000 issue refers to the fact that
many computer systems were originally programmed using two digits rather than
four digits to identify the applicable year. Therefore, when the year 2000
occurs, these systems could interpret the year as 1900 rather than 2000. Unless
hardware, software and systems applications are corrected to be Year 2000
compliant, computers and the devices they control could generate miscalculations
and create operational problems. Various systems could be affected ranging from
complex computer systems to telephone systems, ATMs and elevators.
To address this issue, Key developed an extensive plan in 1995, including the
formation of a team consisting of internal resources and third-party experts.
The plan has been in implementation since that time and consists of five major
phases: awareness-ensuring a common understanding of the issue throughout Key;
assessment-identifying and prioritizing the systems and third parties with whom
Key has exposure to Year 2000 issues; renovation-enhancing, replacing or
retiring hardware, software and systems applications; validation-testing
modifications made; and
38
<PAGE> 39
implementation-certifying Year 2000 compliance and user understanding and
acceptance. At September 30, 1999, Key has completed all of the major phases
(including readiness testing) and all other tasks for which regulatory deadlines
have been established.
As a financial institution, Key may experience increases in problem loans and
credit losses in the event that borrowers fail to properly respond to this
issue. In addition, financial institutions may incur higher funding costs if
consumers react to publicity about the issue by withdrawing deposits. They also
could be impacted if third parties they deal with in conducting their business,
such as foreign banks, governmental agencies, clearing houses, telephone
companies and other service providers fail to properly address this issue.
Key formed a separate internal team charged with the task of identifying
critical business interfaces; assessing potential problems relating to credit,
liquidity and counterparty risk; and where appropriate, developing contingency
plans. This team has been surveying significant credit clients to determine
their Year 2000 readiness and to evaluate the level of potential credit risk to
Key. Based on the information obtained, specific follow-up programs have been
established and the adequacy of the allowance for loan losses is being assessed
on an ongoing basis. The results of the assessment are being reflected in the
assignment of an appropriate risk rating in Key's loan grading system. On an
ongoing basis, Key is also contacting other significant parties with which it
conducts business to determine the status of their Year 2000 compliance efforts.
Despite the actions taken by Key, there can be no assurance that significant
clients or other critical parties will adequately address their Year 2000
issues. Consequently, Key has developed contingency plans to help mitigate the
risks associated with potential delays in completing the renovation, validation
and implementation phases of its Year 2000 plan, as well as the potential
failure of external parties to adequately address their Year 2000 issues. In
accordance with regulatory guidelines, these plans had been completed as of June
30, 1999, and address primarily contingency solutions for Key's core systems and
the identification of alternative business partners. As part of the contingency
planning process, during the first nine months of 1999, Key increased its
borrowing capacity with the Federal Reserve Bank to address the potential need
for additional funding as the Year 2000 approaches. Because the Year 2000 issue
has never occurred, it is not possible to foresee or quantify the possible
overall financial and operational impact and/or to determine whether it will be
material to the financial condition or operations of Key.
As of September 30, 1999, Key had recognized approximately $48 million of its
total estimated project cost of up to $50 million. It is currently expected that
the estimated remaining cost of up to $2 million will be recognized in 1999 and
the first half of 2000. The total cost of the project is being funded through
operating cash flows.
INCOME TAXES
The provision for income taxes was $140 million for the three-month period ended
September 30, 1999, up from $122 million for the same period in 1998. The
effective tax rate (provision for income taxes as a percentage of income before
income taxes) for the 1999 third quarter was 34.1% compared with 32.6% for the
third quarter of 1998. For the first nine months of 1999, the provision for
income taxes was $432 million compared with $353 million for the first nine
months of last year. The effective tax rate for these year-to-date periods was
33.9% and 32.4%, respectively. Primary factors contributing to the increase in
the effective tax rate for the quarterly period were lower tax-exempt income and
higher levels of amortization related to non-deductible goodwill and certain
investments in low-income housing projects. The increase in the year-to-date
rate also reflected lower tax-exempt income, as well as a second quarter 1999
catch-up adjustment related to the amortization of certain investments in
low-income housing projects. The effective income tax rate remains below the
statutory Federal rate of 35% due primarily to continued investment in
tax-advantaged assets (such as tax-exempt securities and corporate owned life
insurance) and the recognition of credits associated with investments in
low-income housing projects.
39
<PAGE> 40
FINANCIAL CONDITION
LOANS
At September 30, 1999, total loans outstanding were $63.2 billion compared with
$62.0 billion at December 31, 1998, and $59.4 billion at September 30, 1998. A
summary of the various components of the loan portfolios at each of these dates
is presented in Note 6, Loans, beginning on page 14.
The $3.8 billion, or 6%, increase in loans outstanding from the September 30,
1998, level was due to internal growth, offset in part by the impact of loan
sales. The sales and divestitures which occurred during 1999 and 1998 are
summarized in Figure 13 and include the impact of branch divestitures in the
first half of 1998, as well as the securitization and/or sale of education
loans, automobile loans, certain non-prime home equity loans and certain other
loans. Among the factors considered in determining the particular loans to be
securitized are the extent to which the characteristics of the specific
portfolio make it conducive to securitization, the relative cost of funds, the
level of credit risk and capital requirements. Activity since September 30,
1998, included the sales of $1.8 billion of education loans (of which $1.5
billion was associated with securitizations), $1.3 billion of home equity loans
(which $1.1 billion was associated with securitizations), $555 million of
automobile loans (all of which were associated with securitizations), $247
million of commercial real estate loans and $500 million of residential real
estate loans.
Securitizations are considered an alternative funding source and the extent to
which they are used is dependent upon whether conditions in the capital markets
make them more attractive as a funding source than on-balance sheet
alternatives. The higher volume of securitizations relative to the first nine
months of 1998 reflected Key's desire to diversify its funding sources as well
as a change in the timing of certain securitizations originally planned for the
fourth quarter of 1998 and 1999. During the first quarter of 1999, Key benefited
from a record high volume of loan securitizations ($1.8 billion) as some
securitizations planned for the fourth quarter of 1998 were delayed due to the
volatility of the capital markets at that time. In addition, Key accelerated
$743 million of education loan securitizations into the third quarter of 1999 as
part of a strategy to reduce its need for funding transactions in the fourth
quarter of 1999 when they could possibly be impacted by millennium-induced
fears. Management will continue to explore opportunities for sales and/or other
arrangements with respect to certain loan portfolios, consistent with prudent
asset/liability management practices. Accordingly, as of September 30, 1999, Key
reclassified its credit card receivables to the held for sale portfolio as a
result of its announced intention to sell those receivables.
<TABLE>
<CAPTION>
Figure 13 Loans Sold and Divested
COMMERCIAL RESIDENTIAL BRANCH
in millions EDUCATION AUTOMOBILE HOME EQUITY REAL ESTATE REAL ESTATE DIVESTITURES TOTAL
========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
1999
- ---------------
Third Quarter $ 786 -- $ 359 $ 100 -- -- $1,245
Second quarter 132 -- 442 63 $ 292 -- 929
First quarter 818 $ 555 428 84 208 -- 2,093
- ------------------------------------------------------------------------------------------------------------------------
$1,736 $ 555 $1,229 $ 247 $ 500 -- $4,267
====== ====== ====== ====== ====== ======
1998
- ---------------
Fourth quarter $ 29 -- $ 48 -- -- -- $ 77
Third quarter 201 -- 374 -- -- -- 575
Second quarter 45 -- 53 $ 167 -- $ 124 389
First quarter 71 -- -- -- -- 20 91
- ------------------------------------------------------------------------------------------------------------------------
Total $ 346 -- $ 475 $ 167 -- $ 144 $1,132
====== ====== ====== ====== ======
========================================================================================================================
</TABLE>
40
<PAGE> 41
Excluding the impact of loan sales and the transfer of credit card receivables
to the held for sale portfolio, loans (other than one-to-four family mortgage
loans and loans held for sale) increased by $8.0 billion, or 16%, since
September 30, 1998, and $4.8 billion, or an annualized 12%, from the 1998 year
end. Key's policy regarding new originations of one-to-four family mortgage
loans is to originate such loans as a client and community accommodation, but to
retain few of such loans on the balance sheet due to their marginal returns.
Over the past year, the largest growth in Key's loan portfolio came from
commercial loans which rose by $4.3 billion, due primarily to a $1.9 billion
increase in commercial, financial and agricultural loans and increases of $1.3
billion and $1.1 billion in the lease financing and real estate-construction
portfolios, respectively. Additionally, consumer loans rose by $3.3 billion, and
included increases of $2.3 billion and $817 million in the home equity and lease
financing portfolios, respectively. The strong growth in loans over the past
twelve months reflected a number of factors, including the continued strength of
the economy, improving consumer credit, targeted efforts to increase the
commercial and home equity portfolios and Key's success in leveraging its
Leasetec operation.
The $1.2 billion increase in loans from the December 31, 1998, level also
reflected strong growth in loan portfolios other than one-to-four family
mortgages and loans held for sale. Excluding the impact of the 1999 loan sales
shown in Figure 13 and the credit card transfer, loans (other than one-to-four
family mortgage loans and loans held for sale) grew by $4.8 billion, or an
annualized 12%, during the first nine months of 1999. Commercial loans
contributed $2.7 billion to the year-to-date increase due to a $1.2 billion
increase in commercial, financial and agricultural loans and increases of $848
million and $786 million in the real estate-construction and lease financing
portfolios, respectively. On the same basis, the aggregate annualized growth
rate of average outstanding balances in the commercial loan portfolio was 10%
for the third quarter of 1999, representing the tenth consecutive quarter of
double-digit annualized commercial loan growth. Consumer loans accounted for
$1.9 billion of the increase with the largest growth occurring in the home
equity (up $1.4 billion) and lease financing (up $527 million) portfolios.
Shown in Figure 14 are loans that have been securitized/sold and are either
administered or serviced by Key, but not recorded on its balance sheet. Income
recognized in connection with such transactions is derived from two sources.
Noninterest income earned from servicing or administering the loans is recorded
as other income, while income earned on assets retained in connection with
securitizations and accounted for like investments in interest-only strip
securities, is recorded as interest income on securities available for sale. The
increase in these balances since the 1998 year end reflected the impact of
securitizations, offset in part by loan repayments.
Figure 14 Loans Securitized/Sold and Administered or Serviced
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
in millions 1999 1998 1998
===================================================================================
<S> <C> <C> <C>
Education loans $3,377 $2,312 $2,363
Automobile loans 994 946 1,099
Home equity loans 1,627 744 813
- ------------------------------------------------------------------------------------
Total $5,998 $4,002 $4,275
====== ====== ======
===================================================================================
</TABLE>
SECURITIES
At September 30, 1999, the securities portfolio totaled $7.6 billion and was
comprised of $6.6 billion of securities available for sale and $989 million of
investment securities. This compares with a total portfolio of $6.3 billion,
including $5.3 billion of securities available for sale and $976 million of
investment securities at December 31, 1998. Certain information pertaining to
the composition, yields, and remaining maturities of the securities available
for sale and investment securities portfolios is presented in Figures 15 and 16,
respectively. Additional information pertaining to gross unrealized gains and
losses by type of security is presented in Note 5, Securities, beginning on page
13. As shown in Note 5, the increase in securities available for sale from the
December 31, 1998, level was primarily due to a higher level of collateralized
mortgage obligations. This reflected the reinvestment of funds previously held
in lower-yielding securities purchased under resale agreements, the
reclassification of approximately $374 million of collateralized mortgage
obligations from the commercial loan portfolio to the securities available for
sale portfolio and additional securities purchased as collateral in connection
with client pledging requirements.
41
<PAGE> 42
<TABLE>
<CAPTION>
Figure 15 Securities Available for Sale
OTHER
U.S. TREASURY, STATES AND COLLATERALIZED MORTGAGE- RETAINED
AGENCIES AND POLITICAL MORTGAGE BACKED INTERESTS IN
dollars in millions CORPORATIONS SUBDIVISIONS OBLIGATIONS(1) SECURITIES(1) SECURITIZATIONS(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SEPTEMBER 30, 1999
Remaining maturity:
One year or less $100 $ 1 $ 713 $ 2 --
After one through five years 4 20 3,084 1,444 $132
After five through ten years 6 39 116 268 219
After ten years 18 1 171 38 --
- ------------------------------------------------------------------------------------------------------------------------------------
Fair value $128 $61 $4,084 $1,752 $351
Amortized cost 128 61 4,240 1,772 365
Weighted average yield 5.33% 5.92% 6.48% 7.29% 9.15%
Weighted average maturity 3.3 years 5.7 years 3.7 years 5.5 years 3.6 years
- ------------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1998
Fair value $422 $67 $2,211 $2,151 $328
Amortized cost 420 65 2,191 2,123 345
- ------------------------------------------------------------------------------------------------------------------------------------
SEPTEMBER 30, 1998
Fair value $140 $77 $2,774 $2,433 $402
Amortized cost 138 75 2,743 2,390 421
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED
OTHER AVERAGE
dollars in millions SECURITIES TOTAL YIELD(2)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
SEPTEMBER 30, 1999
Remaining maturity:
One year or less $ 7 $ 823 6.58%
After one through five years 18 4,702 6.42
After five through ten years 4 652 9.10
After ten years 162(3) 390 7.39
- ---------------------------------------------------------------------------------------
Fair value $191 $6,567 --
Amortized cost 184 6,750 6.78%
Weighted average yield 5.32% 6.78% --
Weighted average maturity 9.5 years 4.3 years --
- ---------------------------------------------------------------------------------------
DECEMBER 31, 1998
Fair value $ 99 $5,278 --
Amortized cost 84 5,228 6.69%
- ---------------------------------------------------------------------------------------
SEPTEMBER 30, 1998
Fair value $102 $5,928 --
Amortized cost 93 5,860 7.06 %
- ---------------------------------------------------------------------------------------
</TABLE>
(1) Maturity is based upon expected average lives rather than contractual terms.
(2) Weighted average yields are calculated on the basis of amortized cost. Such
yields have been adjusted to a taxable-equivalent basis using the
statutory Federal income tax rate of 35%.
(3) Includes equity securities with no stated maturity.
<TABLE>
<CAPTION>
Figure 16 Investment Securities
STATES AND WEIGHTED
POLITICAL OTHER AVERAGE
dollars in millions SUBDIVISIONS SECURITIES TOTAL YIELD(1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SEPTEMBER 30, 1999
Remaining maturity:
One year or less $135 $ 1 $ 136 8.05%
After one through five years 236 -- 236 9.21
After five through ten years 102 -- 102 9.51
After ten years 17 498(2) 515 3.92
- -----------------------------------------------------------------------------------------------------------
Amortized cost $490 $499 $ 989 6.32%
Fair value 506 499 1,005 --
Weighted average yield 8.53% 3.72% 6.32% --
Weighted average maturity 3.2 years 10.1 years 6.7 years --
- -----------------------------------------------------------------------------------------------------------
DECEMBER 31, 1998
Amortized cost $631 $345 $ 976 7.13%
Fair value 659 345 1,004 --
- -----------------------------------------------------------------------------------------------------------
SEPTEMBER 30, 1998
Amortized cost $709 $275 $ 984 7.50%
Fair value 740 275 1,015 --
- -----------------------------------------------------------------------------------------------------------
(1) Weighted average yields are calculated on the basis of amortized cost. Such
yields have been adjusted to a taxable-equivalent basis using the statutory
Federal income tax rate of 35%.
(2) Includes equity securities with no stated maturity.
</TABLE>
ASSET QUALITY
Key has groups dedicated to evaluating and monitoring the level of risk in its
credit-related assets; formulating underwriting standards and guidelines for
line management; developing commercial and consumer credit policies and systems;
establishing credit-related concentration limits; reviewing loans, leases and
other corporate assets to evaluate credit quality; and reviewing the adequacy of
the allowance for loan losses ("Allowance"). Geographic diversity throughout Key
is a significant factor in managing credit risk.
42
<PAGE> 43
Management relies upon an iterative methodology to estimate the level of the
Allowance on a quarterly and at times more frequent basis, as deemed necessary.
This methodology is described in detail in the Allowance for Loan Losses section
of Note 1, Summary of Significant Accounting Policies, beginning on page 65 of
Key's 1998 Annual Report to Shareholders.
As shown in Figure 17, net loan charge-offs for the third quarter of 1999 were
$78 million, or .49% of average loans, compared with $71 million, or .48%, for
the same period last year. Net charge-offs in the commercial loan portfolio rose
by $8 million, including a $10 million increase in the commercial, financial and
agricultural sector. This reflected the significant growth that has occurred in
this portfolio over the past year. The level of consumer loan net charge-offs
was essentially unchanged as increases in the home equity and installment
portfolios were largely offset by a $5 million decline in the level of net
charge-offs in the credit card sector. The increase in net charge-offs
experienced in the home equity and installment portfolios reflected the growth
in outstanding balances from the year-ago quarter, while net charge-offs in the
credit card sector decreased primarily as a result of a lower volume of credit
card receivables.
<TABLE>
<CAPTION>
Figure 17 Summary of Loan Loss Experience
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
dollars in millions 1999 1998 1999 1998
=======================================================================================================================
<S> <C> <C> <C> <C>
Average loans outstanding during the period $ 62,799 $ 58,559 $ 62,036 $ 56,332
- -----------------------------------------------------------------------------------------------------------------------
Allowance for loan losses at beginning of period $ 930 $ 900 $ 900 $ 900
Loans charged off:
Commercial, financial and agricultural 28 18 79 53
Real estate--commercial mortgage 2 4 2 12
Real estate--construction -- 1 -- 2
Commercial lease financing 4 4 13 6
- -----------------------------------------------------------------------------------------------------------------------
Total commercial loans 34 27 94 73
Real estate--residential mortgage 2 3 7 8
Home equity 2 2 7 5
Credit card 21 25 69 79
Consumer--direct 12 9 34 32
Consumer--indirect 31 25 103 91
- -----------------------------------------------------------------------------------------------------------------------
Total consumer loans 68 64 220 215
- -----------------------------------------------------------------------------------------------------------------------
102 91 314 288
Recoveries:
Commercial, financial and agricultural 6 6 21 20
Real estate--commercial mortgage 2 (1) 4 4
Real estate--construction -- 3 -- 3
Commercial lease financing -- 1 1 1
- -----------------------------------------------------------------------------------------------------------------------
Total commercial loans 8 9 26 28
Real estate--residential mortgage 1 1 4 3
Credit card 3 2 11 7
Consumer--direct 2 1 6 5
Consumer--indirect 10 7 32 25
- -----------------------------------------------------------------------------------------------------------------------
Total consumer loans 16 11 53 40
- -----------------------------------------------------------------------------------------------------------------------
24 20 79 68
- -----------------------------------------------------------------------------------------------------------------------
Net loans charged off (78) (71) (235) (220)
Provision for loan losses 78 71 265 220
- -----------------------------------------------------------------------------------------------------------------------
Allowance for loan losses at end of period $ 930 $ 900 $ 930 $ 900
======== ======== ======== ========
- -----------------------------------------------------------------------------------------------------------------------
Net loan charge-offs to average loans .49% .48% .50% .52%
Allowance for loan losses to period end loans 1.47 1.51 1.47 1.51
Allowance for loan losses to nonperforming loans 245.38 250.00 245.38 250.00
=======================================================================================================================
</TABLE>
In light of the Retail Credit Policy issued by the Federal banking agencies last
February (See Item 5 on page 49) it is possible that Key may accelerate certain
consumer loan charge-offs for which an Allowance has already been provided.
Although the definitive financial impact on Key is not presently known, based
upon management's current estimates, it is anticipated that the implementation
of the Retail Credit Policy will not have a material adverse effect on Key's
financial condition and results of operations. In addition, with the advent of
additional credit scoring capabilities, management continues to review and
refine Key's Allowance for loan losses methodology.
43
<PAGE> 44
The amount and timing of any possible changes in Key's provisioning or
charge-offs that may result from methodology enhancements has not yet been
determined.
The Allowance at September 30, 1999, was $930 million, or 1.47% of loans,
compared with $900 million, or 1.51%, at September 30, 1998. Included in the
1999 and 1998 Allowance was $47 million and $41 million, respectively, which was
specifically allocated for impaired loans. For a further discussion of impaired
loans see Note 7, Impaired Loans and Other Nonperforming Assets, on page 15. At
September 30, 1999, the Allowance was 245.38% of nonperforming loans, compared
with 250.00% at September 30, 1998.
The composition of nonperforming assets is shown in Figure 18. These assets
totaled $407 million at September 30, 1999, and represented .64% of loans, OREO
and other nonperforming assets compared with $404 million, or .65%, at December
31, 1998. The $3 million rise in the level of nonperforming assets since the
1998 year end was primarily due to a higher level of nonperforming loans.
Despite the strong growth that has occurred in the loan portfolio, the level of
Key's nonperforming assets has remained relatively stable. Over the past two
years, the level of nonperforming assets has ranged from a quarterly high of
$431 million at December 31, 1997, to a low of $402 million at September 30,
1998. In addition, nonperforming assets have declined in each of the past two
quarters and the nonperforming assets ratio posted as of September 30, 1999, was
the best on record over the past three years.
<TABLE>
<CAPTION>
Figure 18 Summary of Nonperforming Assets and Past Due Loans
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
dollars in millions 1999 1998 1998
==================================================================================================
<S> <C> <C> <C>
Commercial, financial and agricultural $ 146 $ 144 $ 132
Real estate--commercial mortgage 102 79 97
Real estate--construction 6 6 5
Commercial lease financing 31 29 22
Real estate--residential mortgage 50 60 61
Consumer 44 47 43
- --------------------------------------------------------------------------------------------------
Total nonperforming loans(1) 379 365 360
OREO 32 56 58
Allowance for OREO losses (8) (18) (19)
- --------------------------------------------------------------------------------------------------
OREO, net of allowance 24 38 39
Other nonperforming assets 4 1 3
- --------------------------------------------------------------------------------------------------
Total nonperforming assets $ 407 $ 404 $ 402
===== ===== =====
- --------------------------------------------------------------------------------------------------
Accruing loans past due 90 days or more $ 268 $ 178 $ 182
- --------------------------------------------------------------------------------------------------
Nonperforming loans to period end loans .60% .59% .61%
Nonperforming assets to period end loans plus
OREO and other nonperforming assets .64 .65 .68
==================================================================================================
</TABLE>
(1) Includes impaired loans of $219 million, $193 million and $193 million at
September 30, 1999, December 31, 1998 and September 30, 1998, respectively.
DEPOSITS AND OTHER SOURCES OF FUNDS
Core deposits, defined as domestic deposits other than certificates of deposit
of $100,000 or more, are Key's primary source of funding. During the third
quarter of 1999, these deposits averaged $37.2 billion and represented 52% of
Key's funds supporting earning assets, compared with $36.5 billion and 54%,
respectively, during the third quarter of 1998. As shown in Figure 4 beginning
on page 31, the mix of core deposits changed over past year as decreases in the
levels of savings deposits and NOW accounts were largely offset by substantial
growth in money market deposit accounts. The consistent level and change in the
mix of core deposits reflected the 1998 divestiture of 46 branches with deposits
of approximately $658 million, and investment alternatives pursued by clients in
response to the strength of the securities markets. The increase in money market
deposit accounts that has now occurred over eight consecutive quarters reflects
these client preferences as well as actions taken by management in 1998 to
reprice such deposits. In October 1999, Key sold an additional 28 branches with
deposits of approximately $1.3 billion. Further information pertaining to the
sale of these branches is disclosed in Note 3, Mergers, Acquisitions and
Divestitures, beginning on page 8.
44
<PAGE> 45
Purchased funds, which are comprised of large certificates of deposit, deposits
in the foreign office and short-term borrowings, averaged $17.2 billion during
third quarter of 1999, compared with $17.1 billion during the prior quarter and
$19.1 billion a year-ago. As shown in Figure 4, long-term debt, including
capital securities, has been more heavily relied upon to fund earning asset
growth. During the third quarter of 1999, these borrowings comprised 24% of
Key's funds supporting earning assets, up from 18% in the year-ago quarter. This
trend is expected to continue over the remainder of the year. In addition, Key
continues to consider loan securitizations as a funding alternative, provided
capital market conditions are conducive to such activity. During the first nine
months of 1999, Key securitized and sold $3.2 billion of consumer loans,
including $1.1 billion of education and home equity loans during the third
quarter.
LIQUIDITY
Key actively analyzes and manages its liquidity, which represents the
availability of funding to meet the needs of depositors, borrowers and creditors
at a reasonable cost on a timely basis and without adverse consequences. Key
maintains liquidity in the form of short-term money market investments,
securities available for sale, anticipated prepayments and maturities on
securities, the maturity structure of its loan portfolios and the ability to
securitize and package loans for sale. Liquidity is also enhanced by a sizable
concentration of core deposits, discussed in the preceding section, which are
generated by 963 full-service KeyCenters in 13 states. Key monitors deposit
flows and evaluates alternate pricing structures with respect to its deposit
base. This process is managed by Key's Funding and Investment Management Group,
which monitors the overall mix of funding sources in conjunction with deposit
pricing and in response to the structure of the earning assets portfolio. In
addition, Key has access to various sources of money market funding (such as
Federal funds purchased, securities sold under repurchase agreements and bank
notes) and borrowings from the Federal Reserve Bank for short-term liquidity
requirements should the need arise. During 1999, KeyBank N.A. increased its
overnight borrowing capacity at the Federal Reserve Bank Discount Window from
approximately $975 million at December 31, 1998, to approximately $11.0 billion
at September 30, 1999, by pledging approximately $15.1 billion of loans
(primarily commercial) as collateral. This action was taken as a precautionary
measure in connection with Key's Year 2000 contingency planning process. In
addition, KeyBank USA has overnight borrowing capacity at the Federal Reserve
Bank Discount Window which provides for borrowings of up to $1.0 billion and is
secured by $1.3 billion of KeyBank USA's credit card receivables at September
30, 1999. Neither bank had borrowings outstanding under these facilities as of
September 30, 1999.
During the first nine months of 1999, Key's affiliate banks raised $9.6 billion
under Key's Bank Note Program, which provides for the issuance of both long- and
short-term debt of up to $20.0 billion ($19.0 billion by KeyBank N.A. and $1.0
billion by KeyBank USA) in the aggregate. Of the notes issued during the first
nine months of 1999, $3.6 billion have original maturities in excess of one year
and are included in long-term debt, while $6.0 billion have original maturities
of one year or less and are included in short-term borrowings. At September 30,
1999, the program had an unused capacity of $8.9 billion.
Under Key's Euronote Program, the parent company, KeyBank N.A. and KeyBank USA
may issue both long- and short-term debt of up to $7.0 billion in the aggregate.
The borrowing capacity under this program was increased from $5.0 billion during
the second quarter of 1999. The notes are offered exclusively to non-U.S.
investors and can be denominated in dollars and/or most European currencies.
There were $2.4 billion of borrowings outstanding under this facility as of
September 30,1999, $940 million of which were issued during the current year.
The parent company has a commercial paper program and a four-year revolving
credit agreement; each facility provides funding availability of up to $500
million. The proceeds from these facilities may be used for general corporate
purposes. As of September 30, 1999, $95 million of borrowings were outstanding
under the commercial paper program.
The parent company also has a universal shelf registration statement on file
with the Securities and Exchange Commission, which provides for the possible
issuance of up to $1.3 billion of debt and equity securities. At September 30,
1999, unused capacity under the shelf registration totaled $1.3 billion,
including $750 million reserved for issuance as medium-term notes. The proceeds
from the issuances under the shelf registration, the Bank Note Program and the
Euronote Program described above may be used for general corporate purposes,
including acquisitions.
45
<PAGE> 46
The liquidity requirements of the parent company, primarily for dividends to
shareholders, servicing of debt and other corporate purposes are principally met
through regular dividends from affiliate banks. Excess funds are maintained in
short-term investments. In addition, the parent company has access to the
capital markets as a result of its favorable debt ratings which, at September
30, 1999, were as follows:
Senior Subordinated
Commercial Long-Term Long-Term
Paper Debt Debt
-------------- -------------- -----------------
Duff & Phelps D-1 A+ A
Standard & Poor's A-2 A- BBB+
Moody's P-1 A1 A2
Further information pertaining to Key's sources and uses of cash for the
nine-month periods ended September 30, 1999 and 1998, is presented in the
Consolidated Statements of Cash Flow on page 6.
CAPITAL AND DIVIDENDS
Total shareholders' equity at September 30, 1999, was $6.4 billion, up $230
million from the balance at December 31, 1998, and $844 million, or 15%, from
September 30, 1998. During the first nine months of 1999, the increase provided
by retained net income was substantially offset by a net increase in treasury
stock, resulting from the share repurchases discussed below, and net unrealized
losses on securities available for sale. The increase from the September 30,
1998, balance was due primarily to retained net income and the net decrease in
treasury stock resulting from the shares issued in the McDonald acquisition,
also discussed below. Other factors contributing to the change in shareholders'
equity during the first nine months of 1999 are shown in the Consolidated
Statements of Changes in Shareholders' Equity presented on page 5.
During the first nine months of 1999, Key repurchased 6,406,424 of its Common
Shares at an average price per share of $31.51. This included the repurchase of
3,869,761 shares remaining under the authorization by the Board of Directors to
repurchase up to 60% of the 19,337,159 shares issued in the October 1998
acquisition of McDonald. The other 2,536,663 shares were repurchased under a
separate repurchase program authorized in January 1998. That authority provides
for the repurchase of up to 10,000,000 shares in open market or negotiated
transactions and has no expiration date. At September 30, 1999, the number of
shares remaining under that authority was 7,463,337. The 43,064,912 shares held
in treasury at September 30, 1999, are expected to be reissued over time in
connection with employee stock purchase, 401(k), stock option and dividend
reinvestment plans and for other corporate purposes. During the first nine
months of 1999, Key reissued 2,146,512 Treasury Shares for employee benefit and
dividend reinvestment plans.
Capital adequacy is an important indicator of financial stability and
performance. Overall, Key's capital position remains strong with a ratio of
total shareholders' equity to total assets of 7.75% at September 30, 1999, 7.71%
at December 31, 1998, and 7.15% at September 30, 1998.
Banking industry regulators define minimum capital ratios for bank holding
companies and their banking subsidiaries. Based on risk-adjusted capital rules
and definitions prescribed by the banking regulators, Key's Tier 1 and total
risk-adjusted capital ratios at September 30, 1999, were 7.84% and 11.94%,
respectively, compared with minimum regulatory requirements of 4.0% for Tier 1
and 8.0% for total capital. The regulatory leverage ratio standard prescribes a
minimum ratio of 3.0% for bank holding companies (such as Key) that either have
the highest supervisory rating or have implemented the Federal Reserve Board's
risk-based capital measure for market risk. All other bank holding companies
must maintain a minimum leverage ratio of at least 4%. At September 30, 1999,
Key's leverage ratio was 7.85%, substantially higher than the minimum
requirement. Figure 19 presents the details of Key's regulatory capital position
at September 30, 1999, December 31, 1998, and September 30, 1998.
Under the Federal Deposit Insurance Act, Federal bank regulators group
FDIC-insured depository institutions into the following five categories based on
certain capital ratios: "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized." Both of Key's affiliate banks qualify as "well capitalized"
at September 30, 1999, since they exceeded the well-capitalized thresholds of
10%, 6% and 5% for the total capital, Tier 1 capital and leverage ratios,
respectively. Although these provisions are not directly applicable to bank
holding companies, Key would also qualify as "well capitalized" at September 30,
1999, if the same provisions were applied. The FDIC-defined capital categories
may not constitute an accurate representation of the overall financial condition
or prospects of Key or its affiliates.
46
<PAGE> 47
<TABLE>
<CAPTION>
Figure 19 Capital Components and Risk-Adjusted Assets
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
dollars in millions 1999 1998 1998
================================================================================================
<S> <C> <C> <C>
TIER 1 CAPITAL
Common shareholders' equity(1) $ 6,503 $ 6,137 $ 5,512
Qualifying capital securities 1,243 747 747
Less: Goodwill (1,422) (1,430) (1,038)
Other intangible assets(2) (60) (71) (74)
- ------------------------------------------------------------------------------------------------
Total Tier 1 capital 6,264 5,383 5,147
- ------------------------------------------------------------------------------------------------
TIER 2 CAPITAL
Allowance for loan losses(3) 930 900 900
Net unrealized holding gains(4) 2 3 --
Qualifying long-term debt 2,350 2,445 2,474
- ------------------------------------------------------------------------------------------------
Total Tier 2 capital 3,282 3,348 3,374
- ------------------------------------------------------------------------------------------------
Total capital $ 9,546 $ 8,731 $ 8,521
======== ======== ========
RISK-ADJUSTED ASSETS
Risk-adjusted assets on balance sheet $ 67,342 $ 63,721 $ 62,422
Risk-adjusted off-balance sheet exposure 13,713 12,198 12,025
Less: Goodwill (1,422) (1,430) (1,038)
Other intangible assets(2) (60) (71) (74)
Plus: Market risk-equivalent assets 370 242 76
Net unrealized holding gains(4) 2 3 --
- ------------------------------------------------------------------------------------------------
Gross risk-adjusted assets 79,945 74,663 73,411
Less: Excess allowance for loan losses(3) -- -- --
- ------------------------------------------------------------------------------------------------
Net risk-adjusted assets $ 79,945 $ 74,663 $ 73,411
======== ======== ========
AVERAGE QUARTERLY TOTAL ASSETS $ 81,295 $ 78,968 $ 75,886
======== ======== ========
CAPITAL RATIOS
Tier 1 risk-adjusted capital ratio 7.84 % 7.21 % 7.01 %
Total risk-adjusted capital ratio 11.94 11.69 11.61
Leverage ratio(5) 7.85 6.95 6.88
- ------------------------------------------------------------------------------------------------
(1) Common shareholders' equity excludes the impact of net unrealized gains or
losses on securities, except for net unrealized losses on marketable equity
securities.
(2) Intangible assets (excluding goodwill) recorded after February 19, 1992,
and deductible portions of purchased mortgage servicing rights.
(3) The allowance for loan losses included in Tier 2 capital is limited to
1.25% of gross risk-adjusted assets.
(4) Net unrealized holding gains included in Tier 2 capital are limited to 45%
of net unrealized holding gains on available for sale equity securities
with readily determinable fair values.
(5) Tier 1 capital as a percentage of average quarterly total assets, less
goodwill and other non-qualifying intangible assets as defined in 2 above.
</TABLE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
The information included in the Market Risk Management section beginning on page
33 of the Management's Discussion and Analysis of Financial Condition and
Results of Operations is incorporated herein by reference.
47
<PAGE> 48
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of business, Key is subject to legal actions
which involve claims for substantial monetary relief. Based on
information presently known to management and Key's counsel,
management does not believe that there exists any legal action to
which KeyCorp or any of its subsidiaries is a party, or of which
their properties are the subject, that, individually or in the
aggregate, will have a material adverse effect on the financial
condition of Key.
In March 1998, McDonald Investments Inc. ("McDonald"), now a
subsidiary of the Corporation, participated as an initial purchaser
in an offering to institutional investors of certain securities of
Nakornthai Strip Mill Public Company Ltd. ("NSM"), a Thailand public
company, and certain NSM affiliates, including $452 million in debt
securities and related warrants (the "Securities"). The offering was
part of the financing of an NSM steel mini-mill located in Chonburi,
Thailand. McDonald served as a financial advisor to NSM and was an
initial purchaser of approximately $44 million of the Securities. On
December 24, 1998, holders of Securities gave a Notice of Default
alleging a number of defaults under the terms of the Securities. At
present, NSM is attempting to negotiate a restructuring of its
obligations, including those owed to holders of the Securities and
other creditors.
Certain purchasers of Securities have commenced litigation against
McDonald and other parties in California, Connecticut, Minnesota, New
Jersey and New York, claiming that McDonald, the other initial
purchasers and certain other third party service providers to NSM
have violated certain state and federal securities and other laws.
The lawsuits are based on alleged misstatements and omissions in the
Offering Memorandum for the Securities, and on certain other
information and oral statements allegedly provided to potential
investors. In each lawsuit the plaintiffs allege misrepresentations
relating to (among other things) the physical facilities at the mill,
the management of the mill, the supply of inputs to the mill and the
use of the proceeds of the offering.
There are currently seven separate lawsuits pending against McDonald,
as well as other defendants (two suits in Federal District Court in
Minnesota; one suit in Federal District Court in New York; two suits
in California; and one suit in each of Connecticut and New Jersey).
Each of the lawsuits was commenced by a different group of purchasers
of the Securities. The aggregate amount of Securities alleged to have
been purchased by the plaintiffs in these seven lawsuits is at least
$240 million. While the relief claimed in the lawsuits varies,
generally speaking, the plaintiffs seek recision of the sale of the
Securities, compensatory damages, legal fees, expenses, and in the
case of the New Jersey action (which currently covers $107 million of
Securities), treble damages consistent with applicable law, exemplary
damages and civil penalties.
McDonald is vigorously defending these actions and has filed, or will
file, responses to each complaint denying liability.
48
<PAGE> 49
ITEM 5. OTHER INFORMATION
On February 10, 1999, the Federal banking agencies published their
final Uniform Retail Credit Classification and Account Management
Policy (the "Retail Credit Policy"), which revises their 1980 Uniform
Policy for Classification of Consumer Installment Credit Based on
Delinquency Status. The Retail Credit Policy applies to all financial
institutions which file call reports or thrift financial reports with
a Federal banking agency.
In general, the Retail Credit Policy establishes a uniform charge-off
policy at 120 and 180 days delinquency for closed-end and open-end
credit, respectively, provides uniform guidance for loans affected by
bankruptcy, fraud, and death, establishes guidelines for re-aging,
extending, deferring, or rewriting past due accounts, classifies
certain delinquent residential mortgage and home equity loans, and
broadens recognition of partial payments that qualify as full
payments. Changes made by the Retail Credit Policy which involve
manual adjustments to an institution's policies and procedures were
required to be implemented by June 30, 1999, while changes involving
programming resources are required to be implemented by December 31,
2000. Key was not impacted by any changes involving manual
adjustments to its policies and procedures at June 30, 1999. The
definitive financial impact on Key from implementing the Retail
Credit Policy is not presently known. However, based upon its
estimate of the impact of applying the Retail Credit Policy against
Key's existing retail portfolio, management anticipates that
implementing the Retail Credit Policy at December 31, 2000, will not
have a material adverse effect on Key's financial condition and
results of operations, but will result in the acceleration of certain
charge-offs for which an Allowance has already been provided.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(10.1) First Amendment to Form of Change of Control Agreement
between KeyCorp and Certain Executive Officers
(10.2) Second Amendment to Employment Agreement between KeyCorp
and Henry Meyer III
(10.3) KeyCorp Automatic Deferral Plan
(10.4) First Amendment to the KeyCorp Excess Cash Balance Pension
Plan
(10.5) First Amendment to the KeyCorp Supplemental Retirement
Plan
(10.6) Third Amendment to the KeyCorp Supplemental Retirement
Benefit Plan
(10.7) Third Amendment to the KeyCorp Supplemental Retirement
Benefit Plan for Key Executives
(15) Acknowledgment Letter of Independent Auditors
(27) Financial Data Schedule (filed electronically only)
(b) Reports on Form 8-K
July 16, 1999 - Item 5. Other Events and Item 7. Financial Statements
and Exhibits. Reporting that on July 15, 1999, the Registrant issued a
press release announcing its earnings results for the three- and
six-month periods ended June 30, 1999.
No other reports on Form 8-K were filed during the three-month period
ended September 30, 1999.
49
<PAGE> 50
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEYCORP
-----------------------------
(Registrant)
Date: November 10, 1999 /s/ Lee Irving
-----------------------------
By: Lee Irving
Executive Vice President
And Chief Accounting Officer
50
<PAGE> 1
EX. 10.1
FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT ("AMENDMENT") is made of the 21st day
of July, 1999, between KEYCORP, an Ohio corporation ("KEY"), and [NAME OF
EXECUTIVE] (the "EXECUTIVE") and modifies the Agreement between Key and the
Executive that was originally entered into as of the ___ day of _____________,
199_ to encourage the Executive's continued attention and dedication to the
Executive's duties in the potentially disruptive circumstances of a possible
Change of Control of Key (the "AGREEMENT"). Capitalized terms used in this
Amendment and not otherwise defined herein have the meanings ascribed to them in
the Agreement.
Key has determined that it will be in the best interests of Key and its
Subsidiaries to enter into, and to make the changes provided for in, this
Amendment.
Key and the Executive agree, effective as of the date first set forth
above, to amend the Agreement, and the Agreement is hereby amended, as follows:
1. LUMP SUM PAYMENT UNDER SECTION 1.1 INCREASED FROM 2 1/2 YEAR
EQUIVALENT TO THREE YEAR EQUIVALENT. Section 1.1(a) of the Agreement is hereby
amended to read in its entirety as follows:
"(a) LUMP SUM PAYMENT. Key shall pay to the Executive, within 30
business days after the Termination Date, a lump sum severance
benefit equal to three times the sum of (i) one year's Base
Salary (at the highest rate in effect at any time during the
one year period ending on the date of the Change of Control)
plus (ii) Average Annual Incentive Compensation; and"
2. LENGTH OF "SECTION 1.1 BENEFIT PERIOD" EXTENDED TO CONFORM TO CHANGE
MADE BY SECTION 1 OF THIS AMENDMENT. For all purposes of the Agreement, the
length of the "Section 1.1 Benefit Period," which is defined in the second
sentence of Section 1.1(b) of the Agreement, is hereby extended from thirty
months to three years by deleting from that second sentence the phrase:
"For the period beginning on the day after the Termination Date and
ending thirty months, to the day, after the Termination Date"
and substituting in its place the phrase:
"For the period beginning on the day after the Termination Date and
ending on the third anniversary of the Termination Date"
3. CERTAIN COMPENSATION GUARANTIES ADDED TO AGREEMENT. The following
new Section 1A is hereby added to the Agreement to add certain compensation
guaranties to the protection to be afforded to the Executive after the
occurrence of a Change of Control:
1
<PAGE> 2
"1A. CERTAIN COMPENSATION GUARANTIES DURING TWO YEARS
FOLLOWING A CHANGE OF CONTROL. For so long as the Executive remains in
the employ of Key or one of its Subsidiaries during the period
beginning on the day after any Change of Control and continuing through
the second anniversary of that Change of Control (the period of the
Executive's employment during such two year period being herein the
"Guaranteed Compensation Period"), the Executive shall be entitled to
the incentive compensation guaranty set forth in Section 1A.1 and to
the equity compensation guaranty set forth in Section 1A.2.
1A.1 GUARANTEED LEVEL OF INCENTIVE COMPENSATION. Except as
provided in (c) below (which provides for a forfeiture of unpaid
amounts if the Executive's employment is terminated for Cause) and the
last sentence of (a) below (which provides for a potential reduction in
amount if based on overall corporate or applicable business unit
performance), Key shall cause the Executive to receive, during the
Guaranteed Compensation Period, as incentive compensation, an amount
that, on an annualized basis, is at least equal to the Executive's
Average Annual Incentive Compensation. The guaranty set forth in the
immediately preceding sentence (the `Incentive Compensation Guaranty")
establishes a minimum amount of incentive compensation that must be
paid to the Executive with respect to the Executive's employment during
the Guaranteed Compensation Period. Except as otherwise provided in
(a), (b), or (c) of this Section 1A.1 below, the guaranteed incentive
compensation for the Guaranteed Compensation Period shall be paid to
the Executive quarterly in arrears, within 30 days after the end of
each calendar quarter, for each quarter (or portion thereof) during the
Guaranteed Compensation Period.
(a) If and to the extent the Executive, together with
similarly situated executives of Key, is a
participant in one or more bona fide incentive
compensation plans during the Guaranteed Compensation
Period, Key may defer payment of guaranteed incentive
compensation payable under this Section 1A.1 up to
the amount of the target award for the Executive
under that incentive compensation plan (provided,
however, if the compensation cycle under the
incentive compensation plan includes time periods
outside the Guaranteed Compensation Period, the
deferral shall be up to a proportionate amount of the
target award) until such time as payments are
regularly scheduled to be made under that incentive
compensation plan, at which time Key shall pay the
deferred amount plus any other amount, if any, to
which the Executive is then entitled under that plan
that has not been earlier paid. (This could result in
a guaranteed payment being made after the end of the
Guaranteed Compensation Period, for example, where
the compensation cycle under the incentive
compensation plan ends after the end of the
Guaranteed Compensation Period). Notwithstanding the
foregoing, if Key, in administering a bona fide
incentive compensation plan in which the Executive
participates, in good faith and without
discriminating against the Executive, establishes or
utilizes a factor which is
2
<PAGE> 3
intended to reflect or rate for the compensation
cycle in question either the corporation's overall
performance or the overall performance of the
business unit in which the Executive works and that
performance factor is uniformly applied (either in
establishing an incentive compensation pool or
against each participant's target) to similarly
situated officers as the Executive, Key may elect to
apply that performance factor against the target
award for the Executive under the incentive
compensation plan in question and, if applying that
factor reduces the Executive's target award, the
amount of guaranteed incentive compensation payable
under this Section 1A.1 which has been deferred under
this paragraph (a) on account of the incentive
compensation plan in question may be reduced by the
same amount (or, if the compensation cycle includes
time periods outside the Guaranteed Compensation
Period, the reduction shall be by a proportionate
amount).
(b) If the Executive's employment terminates for any
reason other than Cause, all unpaid guaranteed
incentive compensation with respect to the Guaranteed
Compensation Period shall be paid in a lump sum
within 30 business days following the Termination
Date.
(c) If the Executive's employment is terminated by Key
for Cause, Key shall not be required to pay to the
Executive any amount of incentive compensation on
account of the Incentive Compensation Guaranty that
was not required to have been paid before the
Termination Date.
1A.2 GUARANTEED PARTICIPATION IN EQUITY BASED
COMPENSATION PLANS. During the Guaranteed Compensation Period,
the Executive shall participate fully (and at a level at least
substantially equivalent to that of comparable senior
executives of Key) in each and every stock option, stock
appreciation, or similar equity based plan in which similarly
situated executives of Key and its Subsidiaries generally
participate. The guaranty of full participation set forth in
this Section 1A.2 is hereinafter sometimes referred to as the
"Equity Compensation Guaranty.""
4. EXPANSION OF TRIGGER FOR THREE YEAR EQUIVALENT BENEFIT. The grounds
upon which the Executive may terminate employment and become entitled to receive
the lump sum payment provided for in Section 1.1(a) of the Agreement are
expanded to include a failure by Key to satisfy either or both of the Incentive
Compensation Guaranty and/or the Equity Compensation Guaranty by adoption of the
following amendments:
4.1 "REDUCTION OF COMPENSATION" SUBSTITUTED FOR "REDUCTION OF
BASE SALARY" IN SECTIONS 1.1 AND 1.2. Sections 1.1 and 1.2 of the
Agreement are hereby amended by deleting the term "Reduction of Base
Salary" from the first sentence of Section 1.1 and from the last
sentence of Section 1.2 and substituting therefore, in each such
location, the term "Reduction of Compensation."
3
<PAGE> 4
4.2 "REDUCTION OF COMPENSATION" DEFINED. The following
definition is hereby added to the Agreement as new Section 7.11A:
"7.11 REDUCTION OF COMPENSATION. A "Reduction of
Compensation" shall have occurred in any one or more of the following
occurs:
(a) a Reduction of Base Salary
(b) following notice by the Executive to Key and
an opportunity by Key to cure, Key fails to
satisfy the Incentive Compensation Guaranty;
or
(c) following notice by the Executive to Key and
an opportunity by Key to cure, Key fails to
satisfy the Equity Compensation Guaranty.
For purposes of clauses (b) and (c), Key will be deemed to
have had an opportunity to cure and to have failed to effect a
cure if the failure to satisfy the Incentive Compensation
Guaranty or the Equity Compensation Guaranty, as the case may
be, persists (as determined in good faith by the Executive)
for more than seven calendar days after the Executive has
given notice to Key of the existence of that failure."
5. CONFORMING AMENDMENT MADE TO DEFINITION OF "GOOD REASON". The
original clause (b) of Section 7.9 of the Agreement, pursuant to which an
exclusion of the Executive from full participation in certain compensation plans
would constitute "Good Reason," is hereby deleted from Section 7.9 and that
section is amended to read, in its entirety, as follows:
"7.9 GOOD REASON. The Executive shall be deemed to have "Good
Reason" to terminate the Executive's employment under this Agreement
during a Window Period if, at any time after the occurrence of a Change
of Control and before the end of the Window Period, either or both of
the events listed in clauses (a) and (b) of this Section 7.9 occurs
without the written consent of the Executive:
(a) following notice by the Executive to Key and an
opportunity by Key to cure, the Executive determines
in good faith that the Executive's position,
responsibilities, duties, or status with Key are at
any time materially less than or reduced from those
in effect before the Change of Control or that the
Executive's reporting relationships with superior
executive officers have been materially changed from
those in effect before the Change of Control; or
(b) the headquarters that was the Executive's principal
place of employment before the Change of Control
(whether Key's headquarters or a regional
headquarters) is relocated to a site outside of the
greater metropolitan area
4
<PAGE> 5
in which that headquarters was located before the
Change of Control. (If the Executive's principal
place of employment before the Change of Control was
neither at Key's headquarters nor at any regional
headquarters, then this clause (b) shall not be
applicable).
For purposes of clause (a), Key will be deemed to have had an
opportunity to cure and to have failed to effect a cure if the
circumstance otherwise constituting Good Reason persists (as determined
in good faith by the Executive, whose determination shall be
conclusive) for more than seven calendar days after the Executive has
given notice to Key of the existence of that circumstance."
6. AMENDMENT MADE AS CONTEMPLATED BY AGREEMENT; AGREEMENT REMAINS IN
FULL FORCE AND EFFECT. This Amendment is made by Key and the Executive in
writing and in the manner contemplated by Section 6.8 of the Agreement. Each of
Key and the Executive hereby confirms that, except as amended by this Amendment,
the Agreement is and remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
KEYCORP
By
-----------------------------
Robert W. Gillespie
Chairman of the Board and
Chief Executive Officer
THE "EXECUTIVE"
---------------------------------
[NAME OF EXECUTIVE]
5
<PAGE> 1
EX 10.2
SECOND AMENDMENT TO AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT ("AMENDMENT") is made as of the 21st
day of July, 1999, between KEYCORP, an Ohio corporation ("KEY"), and HENRY L.
MEYER III ("MEYER") and modifies the Employment Agreement originally entered
into between Key and Meyer as of May 15, 1997, as heretofore amended (the
"AGREEMENT"). Capitalized terms used in this Amendment and not otherwise defined
herein have the meanings ascribed to them in the Agreement.
Key has determined that it will be in the best interests of Key and its
Subsidiaries to enter into, and to make the changes provided for in, this
Amendment.
Key and Meyer agree, effective as of the date first set forth above, to
amend the Agreement and the Agreement is hereby amended as follows:
1. CERTAIN COMPENSATION ADDED TO AGREEMENT. The following new Section
4A is hereby added to the Agreement to add certain compensation guaranties to
the protection to be afforded to Meyer after the occurrence of a Change of
Control:
"4A. CERTAIN COMPENSATION GUARANTIES DURING TWO YEARS
FOLLOWING A CHANGE OF CONTROL. For so long as Meyer remains in the
employ of the Surviving Entity or one of its subsidiaries during the
period beginning on the day after any Change of Control and continuing
through the second anniversary of that Change of Control (the period of
Meyer's employment during such two year period being herein the
"Guaranteed Compensation Period"), Meyer shall be entitled to the
incentive compensation guaranty set forth in Section 4A.1 and to the
equity compensation guaranty set forth in Section 4A.2.
4A.1 GUARANTEED LEVEL OF INCENTIVE COMPENSATION. Except as
provided in (c) below (which provides for a forfeiture of unpaid
amounts if Meyer's employment is terminated for Cause) and the last
sentence of (a) below (which provides for a potential reduction in
amount if based on overall corporate performance), the Surviving Entity
shall cause Meyer to receive, during the Guaranteed Compensation
Period, as incentive compensation, an amount that, on an annualized
basis, is at least equal to Meyer's Average Annual Incentive
Compensation. The guaranty set forth in the immediately preceding
sentence (the "Incentive Compensation Guaranty") establishes a minimum
amount of incentive compensation that must be paid to Meyer with
respect to Meyer's employment during the Guaranteed Compensation
Period. Except as otherwise provided in (a), (b), or (c) of this
Section 4A.1 below, the guaranteed incentive compensation for the
Guaranteed Compensation Period shall be paid to Meyer quarterly in
arrears, within 30 days after the end of each calendar quarter, for
each quarter (or portion thereof) during the Guaranteed Compensation
Period.
1
<PAGE> 2
(a) If and to the extent Meyer, together with similarly situated
executives of the Surviving Entity, is a participant in one or
more bona fide incentive compensation plans during the
Guaranteed Compensation Period, the Surviving Entity may defer
payment of guaranteed incentive compensation payable under
this Section 4A.1 up to the amount of the target award for
Meyer under that incentive compensation plan (provided,
however, if the compensation cycle under the incentive
compensation plan includes time periods outside the Guaranteed
Compensation Period, the deferral shall be up to a
proportionate amount of the target award) until such time as
payments are regularly scheduled to be made under that
incentive compensation plan, at which time the Surviving
Entity shall pay the deferred amount plus any other amount, if
any, to which Meyer is then entitled under the plan that has
not been earlier paid. (This could result in a guaranteed
payment being made after the end of the Guaranteed
Compensation Period, for example, where the compensation cycle
under the incentive compensation plan ends after the end of
the Guaranteed Compensation Period). Notwithstanding the
foregoing, if the Surviving Entity, in administering a bona
fide incentive compensation plan in which Meyer participates,
in good faith and without discriminating against Meyer,
establishes or utilizes a factor which is intended to reflect
or rate for the compensation cycle in question the
corporation's overall performance and that performance factor
is uniformly applied (either in establishing an incentive
compensation pool or against each participant's target) to
similarly situated officers as Meyer, the Surviving Entity may
elect to apply that performance factor against the target
award for Meyer under the incentive compensation plan in
question and, if applying that factor reduces Meyer's target
award, the amount of guaranteed incentive compensation payable
under this Section 4A.1 which has been deferred under this
paragraph (a) on account of the incentive compensation plan in
question may be reduced by the same amount (or, if the
compensation cycle includes time periods outside the
Guaranteed Compensation Period, the reduction shall be by a
proportionate amount).
(b) If Meyer's employment terminates for any reason other than
Cause, all unpaid guaranteed compensation with respect to the
Guaranteed Compensation Period shall be paid in a lump sum
within 30 business days following the Termination Date.
(c) If Meyer's employment is terminated by the Surviving Entity
for Cause, the Surviving Entity shall not be required to pay
Meyer any additional amount of incentive compensation on
account of the Incentive Compensation Guaranty that was not
required to have been paid before the Termination Date.
4A.2 GUARANTEED PARTICIPATION IN EQUITY BASED COMPENSATION
PLANS. During the Guaranteed Compensation Period, Meyer shall
participate fully (and at a level at least equivalent to that of
comparable senior executives of the Surviving Entity) in each and every
stock option, stock appreciation, or similar equity based plan in which
similarly situated executives of the Surviving Entity generally
participate. The guaranty of full
2
<PAGE> 3
participation set forth in this Section 4A.2 is hereinafter sometimes
referred to as the "Equity Compensation Guaranty."
2. FAILURE TO SATISFY INCENTIVE COMPENSATION GUARANTY OR EQUITY
COMPENSATION GUARANTY ADDED AS CONSTITUTING CONSTRUCTIVE TERMINATION DURING TWO
YEARS AFTER A CHANGE OF CONTROL. Section 5.7(c) of the Agreement is amended to
read as follows:
"(c) following notice by Meyer to the Surviving Entity and an
opportunity by the Surviving Entity to cure, the Surviving
Entity fails to satisfy the Incentive Compensation Guaranty or
the Equity Compensation Guaranty or Meyer is otherwise
excluded from full participation in any incentive, option, or
other compensation plan that is generally applicable to senior
officers of the Surviving Entity after the Change of Control;
or"
The following paragraph is added at the end of Section 5.7 of the Agreement.
"For purposes of clause (c), the Surviving Entity will be deemed to
have had an opportunity to cure and to have failed to effected a cure
if the failure persists (as determined in good faith by Meyer) for more
than seven calendar days after Meyer has given notice to the Surviving
Entity of the existence of that failure."
3. AGREEMENT REMAINS IN FULL FORCE AND EFFECT. This Amendment is made
by Key and Meyer in writing, each intending to be legally bound. Each of Key and
Meyer hereby confirms that, except as amended by this Amendment, the Agreement
is and remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
KEYCORP
By
-------------------------------
Robert W. Gillespie
Chairman of the Board and
Chief Executive Officer
-----------------------------------
HENRY L. MEYER III
3
<PAGE> 1
EX. 10.3
KEYCORP
AUTOMATIC DEFERRAL PLAN
ARTICLE I
The KeyCorp Automatic Deferral Plan ("Plan") is established effective
January 1, 1999 to require certain key Employees of KeyCorp to automatically
defer a percentage of the total amount of their incentive compensation accrued
under a KeyCorp sponsored incentive compensation plan to the Plan. The Plan, as
structured, is intended to provide those key Employees of KeyCorp with a
tax-favorable savings vehicle, while providing KeyCorp with a means of retaining
their continued employment. It is the intention of KeyCorp, and it is the
understanding of those Participants covered under the Plan, that the Plan is
unfunded for tax purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
ARTICLE II
DEFINITIONS
-----------
2.1 MEANING OF DEFINITIONS. For the purposes of this Plan, the
following words and phrases shall have the meanings hereinafter set forth,
unless a different meaning is clearly required by the context:
(a) "BENEFICIARY" shall mean the person, persons or entity
entitled under Article VIII to receive any Plan benefits
payable after a Participant's death.
(b) "BOARD" shall mean the Board of Directors of KeyCorp, the
Board's Compensation and Organization Committee, or any other
committee designated by the Board or a subcommittee designated
by the Board's Compensation and Organization Committee.
(c) "CHANGE OF CONTROL" shall be deemed to have occurred if under
a rabbi trust arrangement established by KeyCorp ("Trust"), as
such Trust may from time to time be amended or substituted,
the Corporation is required to fund the Trust because a
"Change of Control", as defined in the Trust, has occurred on
and after January 1, 1999 to secure the payment of any
Participants' Plan benefits payable hereunder.
(d) "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time, together with all regulations
promulgated thereunder. Reference to a section of the Code
shall include such section and any comparable section or
sections of any future legislation that amends, supplements,
or supersedes such section.
(e) "COMMON STOCK ACCOUNT" shall mean the investment account
established under the Plan for bookkeeping purposes in which
the Participant shall have his or her Participant Deferrals
and Corporate Contributions credited. Participant Deferrals
and Corporate Contributions shall be credited based on a
bookkeeping allocation of KeyCorp Common Shares (both whole
and fractional rounded to the nearest one-hundredth of a
share) ("Common Shares") which shall be equal to the amount of
Participant Deferrals and Corporate Contributions deferred.
The Common Stock Account shall also reflect on a
<PAGE> 2
bookkeeping basis all dividends, gains, and losses
attributable to such Common Shares. All Participant Deferrals
and all Corporate Contributions credited to the Common Stock
Account shall be based on the New York Stock Exchange's
closing price for such Common Shares as of the day such
Participant Deferrals and Corporate Contributions are credited
to the Participant's Plan Account.
(f) "CORPORATE CONTRIBUTIONS" shall mean the dollar amount which
an Employer has agreed to contribute on a bookkeeping basis to
the Participant's Plan Account in accordance with the
provisions of Article V of the Plan.
(g) "CORPORATION" shall mean KeyCorp, an Ohio corporation, its
corporate successors, and any corporation or corporations into
or with which it may be merged or consolidated.
(h) "DEFERRAL PERIOD" shall mean each applicable Incentive
Compensation Plan's plan year.
(i) "DEFERRED COMPENSATION PLAN" shall mean the KeyCorp Deferred
Compensation Plan as the same may be amended from time to
time.
(j) "DETERMINATION DATE" shall mean the last business day of each
calendar quarter.
(k) "DISABILITY" shall mean (1) the physical or mental disability
of a permanent nature which prevents a Participant from
performing the duties such Participant was employed to perform
for his or her Employer when such disability commenced, (2)
qualifies for disability benefits under the federal Social
Security Act within 30 months following the Participant's
disability, and (3) qualifies the Participant for disability
coverage under the KeyCorp Long Term Disability Plan.
(l) "DISCHARGE FOR CAUSE" shall mean the termination (whether by
the Participant or the Employer) of a Participant's employment
from his or her Employer and any other Employer that is the
result of (1) serious misconduct as an Employee, including,
but not limited to, a continued failure after notice to
perform a substantial portion of his or her duties and
responsibilities unrelated to illness or incapacity, unethical
behavior such as acts of self-dealing or self-interest,
harassment, violence in the workplace, or theft; (2) the
commission of a crime involving a controlled substance, moral
turpitude, dishonesty, or breach of trust; or (3) the Employer
being directed by a regulatory agency or self-regulatory
agency to terminate or suspend the Participant or to prohibit
the Participant from performing services for the Employer. The
Corporation in its sole and absolute discretion shall
determine whether a Participant has been Discharged for Cause,
as provided for in this Section 2.1(l), provided, however,
that for a period of two years following a Change of Control,
any determination by the Corporation that an Employee has been
Discharged for Cause shall be set forth in writing with the
factual basis for such Discharge for Cause clearly specified
and documented by the Corporation.
(m) "DISTRIBUTION AGREEMENT" shall mean the executed agreement
submitted by the Participant to the Corporation a minimum of
twelve months prior to the Participant's initial vesting in
his or her Participant Deferrals and Corporate Contributions
for the applicable Deferral Period which shall contain, in
pertinent part, the Participant's distribution instructions
for such Participant Deferrals and Corporate Contributions
when
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<PAGE> 3
vested. In the event the Participant elects or is required to
transfer his or her vested Participant Deferrals and/or
Corporate Contributions to the Deferred Compensation Plan, the
Participant, at the time of such transfer, shall be required
to execute a new Distribution Agreement which shall control
the distribution of such transferred Plan benefits from the
Deferred Compensation Plan.
(n) "EMPLOYEE" shall mean a common law employee who is employed by
an Employer.
(o) "EMPLOYER" shall mean the Corporation and any of its
subsidiaries or affiliates, unless specifically excluded as an
Employer for Plan purposes by written action by an officer of
the Corporation. An Employer's Plan participation shall be
subject to all conditions and requirements made by the
Corporation, and each Employer shall be deemed to have
appointed the Plan Administrator as its exclusive agent under
the Plan as long as it continues as an Employer.
(p) "HARMFUL ACTIVITY" shall have occurred if the Participant
shall do any one or more of the following:
(i) Use, publish, sell, trade or otherwise disclose
Non-Public Information of KeyCorp unless such
prohibited activity was inadvertent, done in good faith
and did not cause significant harm to KeyCorp.
(ii) After notice from KeyCorp, fail to return to KeyCorp
any document, data, or thing in his or her possession
or to which the Participant has access that may involve
Non-Public Information of KeyCorp.
(iii) After notice from KeyCorp, fail to assign to KeyCorp
all right, title, and interest in and to any
confidential or non-confidential Intellectual Property
which the Participant created, in whole or in part,
during employment with KeyCorp, including, without
limitation, copyrights, trademarks, service marks, and
patents in or to (or associated with) such Intellectual
Property.
(iv) After notice from KeyCorp, fail to agree to do any acts
and sign any document reasonably requested by KeyCorp
to assign and convey all right, title, and interest in
and to any confidential or non-confidential
Intellectual Property which the Participant created, in
whole or in part, during employment with KeyCorp,
including, without limitation, the signing of patent
applications and assignments thereof.
(v) Upon the Participant's own behalf or upon behalf of any
other person or entity that competes or plans to
compete with KeyCorp, solicit or entice for employment
or hire any KeyCorp employee.
(vi) Upon the Participant's own behalf or upon behalf of
any other person or entity that competes or plans to
compete with KeyCorp, call upon, solicit, or do
business with (other than business which does not
compete with any business conducted by KeyCorp) any
KeyCorp customer the Participant called upon,
solicited, interacted with, or became acquainted with,
or learned of through access to information (whether
or not such information is or was non-public) while
the Participant was
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<PAGE> 4
employed at KeyCorp unless such prohibited activity
was inadvertent, done in good faith, and did not
involve a customer whom the Participant should have
reasonably known was a customer of KeyCorp.
(vii) Upon the Participant's own behalf or upon behalf of any
other person or entity that competes or plans to
compete with KeyCorp, after notice from KeyCorp,
continue to engage in any business activity in
competition with KeyCorp in the same or a closely
related activity that the Participant was engaged in
for KeyCorp during the one year period prior to the
termination of the Participant's employment.
For purposes of this Section 2.1(p) the term:
"INTELLECTUAL PROPERTY" shall mean any invention, idea,
product, method of doing business, market or business
plan, process, program, software, formula, method, work
of authorship, or other information, or thing relating
to KeyCorp or any of its businesses.
"NON-PUBLIC INFORMATION" shall mean, but is not limited
to, trade secrets, confidential processes, programs,
software, formulas, methods, business information or
plans, financial information, and listings of names
(e.g., employees, customers, and suppliers) that are
developed, owned, utilized, or maintained by an
employer such as KeyCorp, and that of its customers or
suppliers, and that are not generally known by the
public.
"KEYCORP" shall include KeyCorp, its subsidiaries, and
its affiliates.
(q) "INCENTIVE COMPENSATION AWARD" shall collectively
mean the incentive compensation accrued by an Employee under
the terms of an Incentive Compensation Plan during the
applicable Deferral Period, which shall become subject to the
automatic deferral and vesting provisions of Article III and
Article VI of the Plan when such accrued incentive
compensation exceeds $100,000 for the applicable Deferral
Period. For purposes of this Section 2.1(q), the term
"Incentive Compensation Award" shall not include any
compensation paid to the Employee for the applicable Deferral
Period which constitutes any form of hiring bonus, sales
commissions, referral awards, recognition awards, and /or
corporate long term incentive compensation plan awards.
(r) "INCENTIVE COMPENSATION PLAN" shall mean a line of business or
management incentive compensation plan that is sponsored by
KeyCorp or an affiliate of KeyCorp which the Corporation in
its sole discretion has determined constitutes an Incentive
Compensation Plan for purposes of the automatic deferral and
vesting provisions of Article III and Article VI of the Plan.
(s) "INVOLUNTARY TERMINATION" shall mean the termination (by the
Employer) of a Participant's employment from his or her
Employer and from any other Employer, other than a Discharge
for Cause or a Termination Under Limited Circumstances.
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<PAGE> 5
(t) "PARTICIPANT" shall mean an Employee who meets the eligibility
and participation requirements set forth in Section 3.1 of the
Plan, provided, however, that the term Participant shall not
include any Employee who has attained age 58 or older prior to
the start of the applicable Deferral Period, and who
affirmatively elects in a manner prescribed by the Corporation
to not participate in the Plan for the applicable Deferral
Period.
(u) "PARTICIPANT DEFERRALS" shall mean any Incentive Compensation
Award required to be automatically deferred to the Plan for
each applicable Deferral Period.
(v) "PLAN" shall mean the KeyCorp Automatic Deferral Plan with all
amendments hereafter made.
(w) "PLAN ACCOUNT" shall mean those bookkeeping accounts
established by the Corporation for each Plan Participant,
which shall reflect all Corporate Contributions and
Participant Deferrals invested for bookkeeping purposes in the
Plan's Common Stock Account, with all earnings, dividends,
gains, and losses thereon. Plan Accounts shall not constitute
separate Plan funds or separate Plan assets. Neither the
maintenance of, nor the crediting of amounts to such Plan
Accounts shall be treated (i) as the allocation of any
Corporation assets to, or a segregation of any Corporation
assets in any such Plan Accounts, or (ii) as otherwise
creating a right in any person or Participant to receive
specific assets of the Corporation.
(x) "PLAN YEAR" shall mean the calendar year.
(y) "RETIREMENT" shall mean the termination of a Participant's
employment any time after the Participant's attainment of age
55 and completion of 5 years of Vesting Service but shall not
include the Participant's (i) Discharge for Cause, (ii)
Involuntary Termination, (iii) Termination Under Limited
Circumstances, (iv) Disability, or (v) death .
(z) "TERMINATION UNDER LIMITED CIRCUMSTANCES" shall mean the
termination (whether by the Participant or the Employer) of a
Participant's employment from his or her Employer, and from
any other Employer (i) under circumstances in which the
Participant is entitled to receive severance benefits or
salary continuation benefits under the KeyCorp Separation Pay
Plan, (ii) under circumstances in which the Participant is
entitled to severance benefits or salary continuation or
similar benefits under a change of control agreement or
employment agreement within two years after a change of
control (as defined by such agreement) has occurred, or (iii)
as otherwise expressly approved by the Corporation or the
Compensation and Organization Committee, in their sole
discretion.
(aa) "VESTING SERVICE" for purposes of Section 2.1(y) shall be
calculated by measuring the period of service commencing on
the Employee's employment commencement date and ending on the
Employee's termination date and shall be computed based on
each full calendar month that the Employee is employed by an
Employer.
(bb) "VOLUNTARY TERMINATION" shall mean a voluntary termination of
the Participant's employment from his or her Employer and from
any other Employer, whether by resignation or otherwise, but
shall not include the Participant's Discharge for Cause,
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<PAGE> 6
Involuntary Termination, Retirement, Termination Under Limited
Circumstances, or termination as a result of Disability or
death.
2.2 PRONOUNS. The masculine pronoun wherever used herein includes
the feminine in any case so requiring, and the singular may
include the plural.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
-----------------------------
3.1 ELIGIBILITY AND PARTICIPATION. An Employee shall be required to
participate in the Plan, and shall automatically become a Plan Participant upon
the Employee's grant of an Incentive Compensation Award in excess of $100,000
which is accrued by the Employee during the applicable Deferral Period.
3.2 AUTOMATIC DEFERRAL REQUIREMENTS. An Employee meeting the
eligibility and automatic participation requirements of Section 3.1 hereof,
shall automatically defer, in accordance with the terms of the applicable
Incentive Compensation Plan in which the Employee participates, the following
amount from the Employee's applicable Incentive Compensation Award:
(a) THE PORTION OF THE PARTICIPANT'S INCENTIVE COMPENSATION AWARD
BETWEEN $100,000 UP TO AND INCLUDING $500,000. Twenty percent
(20%) of the Participant's Incentive Compensation Award
between $100,000 up to and including $500,000 shall be
automatically deferred to the Plan.
(b) THE PORTION OF THE PARTICIPANT'S INCENTIVE COMPENSATION AWARD
BETWEEN $500,000 UP TO AND INCLUDING $1,000,000. Twenty five
percent (25%) of the Participant's Incentive Compensation
Award between $500,000 up to and including $1,000,000 shall be
automatically deferred to the Plan.
(c) THE PORTION OF THE PARTICIPANT'S INCENTIVE COMPENSATION AWARD
GREATER THAN $1,000,000. Thirty percent (30%) of the
Participant's Incentive Compensation Award greater than
$1,000,000 Plan shall be automatically deferred to the Plan.
3.3 COMMITMENT LIMITED BY TERMINATION UNDER LIMITED CIRCUMSTANCES,
INVOLUNTARY TERMINATION, RETIREMENT, DISABILITY, OR DEATH. As of a Participant's
Termination Under Limited Circumstances, Involuntary Termination, Retirement,
Disability or death, the Participant shall be relieved from and, further, shall
not be permitted to make any further Participant Deferrals to the Plan, and any
Incentive Compensation Award that thereafter would have been subject to the
Automatic Deferral Requirements of Section 3.2 hereof, if and to the extent
payable, shall be paid directly to the Participant in accordance with the terms
of the applicable Incentive Compensation Plan.
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<PAGE> 7
3.4 EFFECT OF A PARTICIPANT'S DISCHARGE FOR CAUSE OR VOLUNTARY
TERMINATION ON PARTICIPANT DEFERRALS. In the event of a Participant's Discharge
for Cause or Voluntary Termination, the Participant shall forfeit his or her
Incentive Compensation Award to the extent that it would otherwise become
subject to the Automatic Deferral Requirements of Section 3.2 of the Plan when
paid but for the termination of the Participant's employment. As to whether the
balance of the Participant's Incentive Compensation Award not subject to the
Automatic Deferral Requirements of Section 3.2, if any, shall be payable to the
Participant shall be determined in accordance with the terms of the applicable
Incentive Compensation Plan.
3.5 CHANGE IN PARTICIPATION STATUS. Participants shall make automatic
Participant Deferrals to the Plan only when the Participant's Incentive
Compensation Award exceeds $100,000 for the applicable Deferral Period. During
those Deferral Periods in which the Participant does not automatically defer
Participant Deferrals to the Plan, Participant Deferrals and Corporate
Contributions previously credited to the Participant's Plan Account shall remain
in the Plan and shall continue to vest under the terms of Section 6.1 hereof;
such Participant Deferrals and Corporate Contributions with all earnings, gains,
or losses thereon when vested shall be distributed to the Participant in
accordance with the provisions of Article VII of the Plan.
ARTICLE IV
PARTICIPANT DEFERRALS
---------------------
4.1 PLAN ACCOUNT. All Participant Deferrals shall be credited on a
bookkeeping basis to a Plan Account established in the Participant's name.
Separate sub-accounts may be established to reflect on a bookkeeping basis all
earnings, gains, or losses attributable to the Participant's Participant
Deferrals and those Corporate Contributions credited to the Participant's Plan
Account in accordance with the provisions of Section 5.1 hereof.
4.2 INVESTMENT OF PARTICIPANT DEFERRALS. Participant Deferrals shall be
automatically invested on a bookkeeping basis in the Plan's Common Stock
Account.
4.3 CREDITING OF PARTICIPANT DEFERRALS. Participant Deferrals shall be
credited to the Participant's Plan Account as of the payroll date on which the
Participant's Incentive Compensation Award would have been payable to the
Participant but for the Incentive Compensation Plan's automatic deferral
provisions to the Plan.
ARTICLE V
CORPORATE CONTRIBUTIONS
-----------------------
5.1 CREDITING OF CORPORATION CONTRIBUTIONS. Matching Corporate
Contributions equal to 15% of the Participant's Participant Deferrals for the
applicable Deferral Period shall be credited on a bookkeeping basis to the
Participant's Plan Account as of the payroll date on which the Participant's
Participant Deferrals are automatically deferred and credited to the Plan.
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<PAGE> 8
5.2 INVESTMENT OF CORPORATE CONTRIBUTIONS. All Corporate Contributions
credited to the Participant's Plan Account shall be invested for bookkeeping
purposes in the Plan's Common Stock Account.
5.3 DETERMINATION OF AMOUNT. The Plan Administrator shall verify the
amount of Participant Deferrals, Corporate Contributions, dividends, and
earnings, if any, to be credited to each Participant's Plan Account in
accordance with the provisions of the Plan. The reasonable and equitable
decision of the Plan Administrator as to the value of each Plan Account shall be
conclusive and binding upon all Participants and the Beneficiary of each
deceased Participant having any interest, direct or indirect in the
Participant's Plan Account. As soon as reasonably practicable after the close of
the Plan Year, the Corporation shall send to each Participant an itemized
accounting statement that shall reflect the Participant's Plan Account balance.
5.4 CORPORATE ASSETS. All Participant Deferrals, Corporate
Contributions, dividends, earnings and any other gains and losses credited to a
Participant's Plan Account on a bookkeeping basis, remain the assets and
property of the Corporation, which shall be subject to distribution to the
Participant only in accordance with Articles VII, X and XI of the Plan.
Distributions made under the Plan shall be in the form of Common Shares or a
plan-to-plan transfer to the Deferred Compensation Plan as provided in Article
VII hereof. Participants and Beneficiaries shall have the status of general
unsecured creditors of the Corporation. Nothing contained in the Plan shall
create, or be construed as creating a trust of any kind or any other fiduciary
relationship between the Participant, the Corporation, or any other person. It
is the intention of the Corporation and it is the understanding of the
Participant that the Plan be unfunded for tax purposes and for purposes of Title
I of the Employee Retirement Income Security Act of 1974, as amended.
5.5 NO PRESENT INTEREST. Subject to any federal statute to the
contrary, no right or benefit under the Plan and no right or interest in each
Participant's Plan Account shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance, or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber, or charge any right or benefit under
the Plan, or Participant's Plan Account shall be void. No right, interest, or
benefit under the Plan or Participant's Plan Account shall be liable for or
subject to the debts, contracts, liabilities, or torts of the Participant or
Beneficiary. If the Participant or Beneficiary becomes bankrupt or attempts to
alienate, sell, assign, pledge, encumber, or charge any right under the Plan or
Participant's Plan Account, such attempt shall be void and unenforceable.
ARTICLE VI
----------
VESTING
-------
6.1 VESTING IN PARTICIPANT DEFERRALS AND CORPORATE CONTRIBUTIONS. The
calculation of a Participant's vested interest in those Participant Deferrals
and Corporate Contributions credited on a bookkeeping basis to the Participant's
Plan Account shall be measured from the last day of the applicable calendar
quarter in which Participant Deferrals and Corporate Contributions are credited
to the Participant's Plan Account ("Quarterly Deferral Date"). A Participant
shall become vested in his or her Participant Deferrals and Corporate
Contributions with all earnings, gains, and losses thereon for each applicable
Deferral Period under the following three-year graded vesting schedule:
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<PAGE> 9
(a) From the date the Participant's Participant Deferrals and
Corporate Contributions are credited to the Participant's Plan
Account until one full calendar year from the Quarterly
Deferral
Date................................................... 0%.
(b) One full calendar year from the Quarterly Deferral Date of
the Participant's Participant Deferrals and Corporate
Contributions to the Plan but less than two full calendar
years from such Quarterly Deferral
Date..................................... 33%.
(C) TWO FULL CALENDAR YEARS FROM THE QUARTERLY DEFERRAL
DATE OF THE PARTICIPANT'S PARTICIPANT DEFERRALS AND CORPORATE
CONTRIBUTIONS TO THE PLAN BUT LESS THAN THREE FULL CALENDAR
YEARS FROM SUCH QUARTERLY DEFERRAL DATE
.................................... 66%.
(d) Three full calendar years from the date of the Quarterly Deferral
Date of the Participant's Participant Deferrals and Corporate Contributions to
the
Plan..................................................................100%.
Notwithstanding the foregoing provisions of this Section 6.1, a Participant
shall become fully vested in all Participant Deferrals and Corporate
Contributions credited on a bookkeeping basis to the Participant's Plan Account
upon the Participant's Termination Under Limited Circumstances, Disability or
death.
6.2 CONTINUED VESTING UPON RETIREMENT. Subject to the provisions of
Section 7.2 of the Plan, upon the Participant's Retirement, the Participant's
non-vested Participant Deferrals and Corporate Contributions credited to the
Participant's Plan Account with all earnings and gains thereon, shall remain in
the Plan and shall continue to vest under the vesting provisions of Section 6.1
of the Plan.
6.3 FORFEITURE OF CORPORATE CONTRIBUTIONS. In the event of the
Participant's Involuntary Termination, as that term is defined in accordance
with Section 2.1(s) of the Plan, the Participant shall become immediately vested
in those Participant Deferrals allocated on a bookkeeping basis to the
Participant's Plan Account with all earnings and gains thereon. All non-vested
Corporate Contributions and related earnings credited on a bookkeeping basis to
the Participant's Plan Account shall be forfeited as of the Participant's last
day of employment.
6.4 FORFEITURE OF PARTICIPANT DEFERRALS AND CORPORATE CONTRIBUTIONS.
Notwithstanding any provision of the Plan to the contrary, upon the
Participant's Discharge for Cause or the Participant's Voluntary Termination,
the Participant shall automatically forfeit all Participant Deferrals and
Corporate Contributions allocated on a bookkeeping basis to the Participant's
Plan Account with all earnings and gains thereon that have not vested in
accordance with the vesting provisions of Section 6.1 of the Plan as of the
Participant's last day of employment.
ARTICLE VII
DISTRIBUTION OF PLAN BENEFITS
-----------------------------
7.1 DISTRIBUTIONS PRIOR TO RETIREMENT. A Participant's vested
Participant Deferrals and Corporate Contributions with all earnings and gains
thereon, shall be distributed to the Participant as of the Determination Date
concurrently with or immediately following the Participant's vesting in his or
her Plan
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<PAGE> 10
benefit in accordance with the distribution directions provided by the
Participant in his or her Distribution Agreement, as follows:
(a) as a single lump sum distribution of Common Shares,
or
(b) as a plan-to-plan transfer of the Participant's
vested bookkeeping Plan Account balance to the
Deferred Compensation Plan's Common Stock Account.
Lump sum distributions from the Plan of vested Participant Deferrals and
Corporate Contributions shall be made in Common Shares based on the bookkeeping
number of whole and fractional Common Shares attributable to those vested
Participant Deferrals and Corporate Contributions maintained in the Plan's
Common Stock Account as of the Determination Date concurrently with or
immediately preceding the date of such distribution. Participants' Plan Account
balances transferred to the Deferred Compensation Plan's Common Stock Account
will not be subject to investment diversification and/or reallocation under the
Deferred Compensation Plan.
Notwithstanding the foregoing provisions of this Section 7.1, however, in the
event a Participant who is subject to the Corporation Stock Ownership Guidelines
fails to meet his or her Stock Ownership Guidelines requirement at the time of
his or her Plan distribution and the Participant has elected to receive a lump
sum distribution from the Plan, the Corporation in its discretion may (1)
withhold such portion of the Participant's lump sum distribution of Common
Shares until the Participant has otherwise met his or her obligations under the
Corporation Stock Ownership Guidelines, or (2) issue to the Participant
restricted Common Shares whose transferability will be restricted until the
Participant otherwise meets his or her obligations under the Stock Ownership
Guidelines.
7.2 DISTRIBUTIONS FOLLOWING RETIREMENT. Upon the Participant's
Retirement, the Participant's Plan Account balance shall continue to be
maintained within the Plan and all Participant Deferrals and Corporate
Contributions credited to the Participant's Plan Account with all earnings,
gains, and losses thereon, shall continue to vest under the vesting provisions
of Section 6.1 of the Plan, and when vested, shall be distributed to the
Participant in accordance with the provisions of Section 7.1(a) hereof.
Notwithstanding the foregoing provisions of this Section 7.2, however, in the
event of the Participant's Retirement, and within twelve months of such
Retirement the Participant engages in any "Harmful Activity" as that term is
defined in accordance with Section 2.1 (p) of the Plan, such Participant's
non-vested Plan Account balance shall be immediately forfeited and the
Participant shall automatically cease Plan participation.
7.3 DISTRIBUTIONS FOLLOWING TERMINATION UNDER LIMITED CIRCUMSTANCES,
DISABILITY OR DEATH. Upon the Participant's Termination Under Limited
Circumstances, termination of employment due to Disability or death, all
Participant Deferrals and Corporate Contributions credited to the Participant's
Plan Account with all earnings, gains, and losses thereon shall become
immediately vested and shall be distributed to the Participant in a single lump
sum distribution of Common Shares.
7.4 DISTRIBUTIONS FOLLOWING INVOLUNTARY TERMINATION. Upon the
Participant's Involuntary Termination, all Participant Deferrals credited to the
Participant's Plan Account with all earnings, gains and losses thereon, in
accordance with the provisions of Section 6.3 of the Plan, shall become
immediately vested and shall be distributed to the Participant in a single lump
sum distribution. All non-vested Corporate Contributions credited to the
Participant's Plan Account with all related earnings thereon shall be forfeited
by the Participant as of his or her last day of employment.
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<PAGE> 11
7.5 DISTRIBUTIONS FOLLOWING VOLUNTARY TERMINATION OR DISCHARGE FOR
CAUSE. Upon the Participant's Voluntary Termination or Discharge for Cause, all
non-vested Participant Deferrals and Corporate Contributions credited to the
Participant's Plan Account with all earnings, gains, and losses thereon shall be
forfeited by the Participant as of his or her last day of employment.
7.6 WITHHOLDING. The withholding of taxes with respect to the
Participant's Participant Deferrals, Corporate Contributions, and all earnings
and gains thereon shall be made at such time as it becomes required by any
state, federal or local law; such taxes shall be withheld from the Participant's
Participant Deferrals and Corporate Contributions in accordance with applicable
law to the maximum extent possible.
7.7 DISTRIBUTION LIMITATION. If the Corporation determines that a
Participant's Participant Deferrals and/or Corporate Contributions with all
earnings and gains thereon:
1. would not be deductible by the Corporation if paid in accordance
with the distribution instructions specified by the Participant in his or
her Distribution Agreement by reason of the disallowance rules of Section
162(m) of the Code, but
2. would be deductible by the Corporation if deferred and paid in a
later Plan Year, the Corporation reserves the right to defer the
distribution of all or any portion of such Participant's Participant
Deferrals and/or Corporate Contributions with all interest and earnings
thereon until such time as the Corporation determines that the distribution
of all or any portion of such Participant's Participant Deferrals and/or
Corporate Contributions will be payable without the disallowance of the
deduction prescribed by Code Section 162(m) ("Deferrals"). Such unpaid
Deferrals shall be transferred to the Deferred Compensation Plan and shall
be held in the Deferred Compensation Plan's Common Stock Account and the
provisions of the Deferred Compensation Plan thereafter shall become
applicable with regard to such Deferrals.
Notwithstanding any other provision of this Section 7.7, however, all
Deferrals transferred to the Deferred Compensation Plan together with all
earnings, gains, and losses thereon, shall be distributed to the Participant no
later than April 15 of the year following the employment termination date of the
Participant, regardless of the deductibility of such distribution.
7.8 FACILITY OF PAYMENT. If it is found that any individual to whom an
amount is payable hereunder is incapable of attending to his or her financial
affairs because of any mental or physical condition, including the infirmities
of advanced age, such amount (unless prior claim therefor shall have been made
by a duly qualified guardian or other legal representative) may, in the
discretion of the Corporation, be paid to another person for the use or benefit
of the individual found incapable of attending to his or her financial affairs
or in satisfaction of legal obligations incurred by or on behalf of such
individual. Any such payment shall be charged to the Participant's Plan Account
from which any such payment would otherwise have been paid to the individual
found incapable of attending to his or her financial affairs, and shall be a
complete discharge of any liability therefor under the Plan.
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<PAGE> 12
ARTICLE VIII
BENEFICIARY DESIGNATION
-----------------------
8.1 BENEFICIARY DESIGNATION. Subject to Section 8.3 hereof, each
Participant shall have the right, at any time, to designate one or more persons
or an entity as Beneficiary (both primary as well as secondary) to whom benefits
under this Plan shall be paid in the event of Participant's death prior to
complete distribution of the Participant's vested Plan Account. Each Beneficiary
designation shall be in a written form prescribed by the Corporation and shall
be effective only when filed with the Corporation during the Participant's
lifetime.
8.2 CHANGING BENEFICIARY. Any Beneficiary designation may be changed by
the Participant without the consent of the previously named Beneficiary by the
Participant's filing of a new designation with the Corporation. The filing of a
new designation shall cancel all designations previously filed by the
Participant.
8.3 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary in the manner provided above, if the designation is void, or if the
Beneficiary (including all contingent Beneficiaries) designated by a deceased
Participant dies before the Participant, the Participant's Beneficiary shall be
the Participant's estate.
ARTICLE IX
ADMINISTRATION
--------------
9.1 ADMINISTRATION. The Corporation, which shall be the "Administrator"
of the Plan for purposes of ERISA and the "Plan Administrator" for purposes of
the Code, shall be responsible for the general administration of the Plan, for
carrying out the provisions hereof, and for making payments hereunder. The
Corporation shall have the sole and absolute discretionary authority and power
to carry out the provisions of the Plan, including, but not limited to, the
authority and power (a) to determine all questions relating to the eligibility
for and the amount of any benefit to be paid under the Plan, (b) to determine
all questions pertaining to claims for benefits and procedures for claim review,
(c) to resolve all other questions arising under the Plan, including any
questions of construction and/or interpretation, and (d) to take such further
action as the Corporation shall deem necessary or advisable in the
administration of the Plan. All findings, decisions, and determinations of any
kind made by the Plan Administrator shall not be disturbed unless the Plan
Administrator has acted in an arbitrary and capricious manner. Subject to the
requirements of law, the Plan Administrator shall be the sole judge of the
standard of proof required in any claim for benefits and in any determination of
eligibility for a benefit. All decisions of the Plan Administrator shall be
final and binding on all parties. The Corporation may employ such attorneys,
investment counsel, agents, and accountants as it may deem necessary or
advisable to assist it in carrying out its duties hereunder. The actions taken
and the decisions made by the Corporation hereunder shall be final and binding
upon all interested parties subject, however, to the provisions of Section 9.2.
The Plan Year, for purposes of Plan administration, shall be the calendar year.
9.2 CLAIMS REVIEW PROCEDURE. Whenever the Plan Administrator decides
for whatever reason to deny, whether in whole or in part, a claim for benefits
under this Plan filed by any person (herein referred to as the "Claimant"), the
Plan Administrator shall transmit a written notice of its decision to the
Claimant, which notice shall be written in a manner calculated to be understood
by the Claimant and shall
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<PAGE> 13
contain a statement of the specific reasons for the denial of the claim and a
statement advising the Claimant that, within 60 days of the date on which he or
she receives such notice, he or she may obtain review of the decision of the
Plan Administrator in accordance with the procedures hereinafter set forth.
Within such 60-day period, the Claimant or his or her authorized representative
may request that the claim denial be reviewed by filing with the Plan
Administrator a written request therefor, which request shall contain the
following information:
(a) the date on which the request was filed with the Plan
Administrator; provided, however, that the date on which the
request for review was in fact filed with the Plan
Administrator shall control in the event that the date of the
actual filing is later than the date stated by the Claimant
pursuant to this paragraph (a);
(b) the specific portions of the denial of his or her claim which
the Claimant requests the Plan Administrator to review;
(c) a statement by the Claimant setting forth the basis upon which he
or she believes the Plan Administrator should reverse its previous denial of the
claim and accept the claim as made; and
(d) any written material which the Claimant desires the Plan
Administrator to examine in its consideration of his or her
position as stated pursuant to paragraph (b) above.
In accordance with this Section 9.2, if the Claimant requests a review
of the claim decision, such review shall be made by the Plan Administrator, who
shall, within sixty (60) days after receipt of the request form, review and
render a written decision on the claim containing the specific reasons for the
decision including reference to Plan provisions upon which the decision is
based. All findings, decisions, and determinations of any kind made by the Plan
Administrator shall not be modified unless the Plan Administrator has acted in
an arbitrary and capricious manner. Subject to the requirements of law, the Plan
Administrator shall be the sole judge of the standard of proof required in any
claim for benefits, and any determination of eligibility for a benefit. All
decisions of the Plan Administrator shall be binding on the claimant and upon
all other persons or entities. If the Participant or Beneficiary shall not file
written notice with the Plan Administrator at the times set forth above, such
individual shall have waived all benefits under the Plan other than as already
provided, if any, under the Plan.
ARTICLE X
AMENDMENT AND TERMINATION OF PLAN
---------------------------------
10.1 RESERVATION OF RIGHTS. The Corporation reserves the right to
terminate the Plan at any time by action of the Board of Directors of the
Corporation, or any duly authorized committee thereof, and to modify or amend
the Plan, in whole or in part, at any time and for any reason, subject to the
following:
(a) PRESERVATION OF ACCOUNT BALANCE. No termination, amendment, or
modification of the Plan shall reduce (i) the amount of
Participant Deferrals and Corporate Contributions, and (ii)
all earnings and gains on such Participant Deferrals and
Corporate Contributions that have accrued up to the effective
date of the termination, amendment, or modification.
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<PAGE> 14
(b) CHANGES IN EARNINGS RATE. No amendment or modification of the
Plan shall reduce the rate of earnings to be credited on all
Participant Deferrals and Corporate Contribution, and all
earnings and gains accrued thereon under the Common Stock
Account until the close of the applicable Plan Year in which
such amendment or modification is made.
10.2 EFFECT OF PLAN TERMINATION. If the Corporation terminates the
Plan, either in whole or in part, the following will apply:
(a) PARTIAL TERMINATION. The Corporation may partially terminate
the Plan by instructing the Plan Administrator to not accept
any additional Participant Deferrals. If such a partial
termination occurs, the Plan shall continue to operate and to
be effective with regard to those Participant Deferrals
deferred and Corporate Contributions made prior to the
effective date of such partial termination.
(b) COMPLETE TERMINATION. The Corporation may completely terminate
the Plan by instructing the Plan Administrator to not accept
any additional Participant Deferrals and to fully vest all
Participants' Plan Account balances. If such a complete
termination occurs, the Plan shall cease to operate and the
Plan Administrator shall distribute each Participant's Plan
Account balance. Participants' distributions shall be made in
equal quarterly installments in Common Shares over the
following period, based on the value of each Participant's
Plan Account balance:
Account Balance Payout Period
--------------- -------------
Equal to or less than $100,000 Lump Sum
More than $100,000 3 Years
Plan payments shall commence within sixty-five (65) days after the
Corporation terminates the Plan. The Participant's unpaid Plan Account balance
invested for bookkeeping purposes in the Plan's Common Stock Account shall be
reflected as a number of whole and fractional Common Shares in a distribution
sub-account and shall be credited with dividends on a bookkeeping basis which
shall be reinvested in the Plan's Common Stock Account throughout the
distribution period; all such reinvested dividends shall be paid to the
Participant in Common Shares in conjunction with the Participant's final
distribution under the Plan.
10.3 EFFECT OF PLAN TERMINATION. Notwithstanding anything to the
contrary contained in the Plan, the termination of the Plan shall terminate the
liability of the Corporation and all Employers to make further Corporate
Contributions to the Plan.
ARTICLE XI
CHANGE OF CONTROL
-----------------
11.1 CHANGE OF CONTROL. Notwithstanding any other provision of the Plan
to the contrary, in the event of a Change of Control as defined in accordance
with Section 2.1(c) of the Plan, no amendment or modification of the Plan may be
made at any time on or after such Change of Control (1) to reduce or modify a
Participant's Pre-Change of Control Account Balance, (2) to reduce or modify the
Common Stock Accounts' method of calculating earnings, gains, and/or losses on
the Participant's Pre-Change of
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<PAGE> 15
Control Account Balance, or (3) to reduce or modify the Participant's
Participant Deferrals and/or Corporate Contributions to be credited to the
Participant's Plan Account for the applicable Deferral Period. For purposes of
this Section 11.1, the term "Pre-Change of Control Account Balance" shall mean,
with regard to any Plan Participant, the aggregate amount of the Participant's
Participant Deferrals and Corporate Contributions with all earnings, gains, and
losses thereon which are credited to the Participant's Plan Account through the
close of the calendar year in which such Change of Control occurs.
11.2 COMMON STOCK CONVERSION. In the event of a transaction or
occurrence in which the Common Shares of the Corporation are converted into or
exchanged for securities, cash and/or other property as a result of any capital
reorganization or reclassification of the capital stock of the Corporation, or
consolidation or merger of the Corporation with or into another corporation or
entity, or the sale of all or substantially all of its assets to another
corporation or entity, the Corporation shall cause the Common Stock Account to
reflect on a bookkeeping basis the securities, cash and other property that
would have been received in such reorganization, reclassification,
consolidation, merger or sale in an equivalent amount of Common Shares equal to
the balance in the Common Stock Account and, from and after such reorganization,
reclassification, consolidation, merger or sale, the Common Stock Account shall
reflect on a bookkeeping basis all dividends, interest, earnings and losses
attributable to such securities, cash, and other property.
11.3 AMENDMENT IN THE EVENT OF A CHANGE OF CONTROL. On and after a
Change of Control, the provisions of Article II, Article IV, Article V, Article
VI, Article VII, Article VIII, Article IX, Article X, and this Article XI may
not be amended or modified as such Sections and Articles apply with regard to
the Participants' Pre-Change of Control Account Balances.
ARTICLE XII
MISCELLANEOUS PROVISIONS
------------------------
12.1 UNFUNDED PLAN. This Plan is an unfunded plan maintained primarily
to provide deferred compensation benefits for a select group of "management or
highly-compensated employees" within the meaning of Sections 201, 301, and 401
of ERISA, and therefore is exempt from the provisions of Parts 2, 3, and 4 of
Title I of ERISA.
12.2 NO COMMITMENT AS TO EMPLOYMENT. Nothing herein contained shall be
construed as a commitment or agreement upon the part of any Employee hereunder
to continue his or her employment with an Employer, and nothing herein contained
shall be construed as a commitment on the part of any Employer to continue the
employment, rate of compensation, or terms and conditions of employment of any
Employee hereunder for any period. All Participants shall remain subject to
discharge to the same extent as if the Plan had never been put into effect.
12.3 BENEFITS. Nothing in the Plan shall be construed to confer any
right or claim upon any person, firm, or corporation other than the
Participants, former Participants, and Beneficiaries.
12.4 ABSENCE OF LIABILITY. No member of the Board of Directors of the
Corporation or a subsidiary or committee authorized by the Board of Directors,
or any officer of the Corporation or a subsidiary or officer of a subsidiary
shall be liable for any act or action hereunder, whether of commission
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<PAGE> 16
or omission, taken by any other member, or by any officer, agent, or Employee,
except in circumstances involving bad faith or willful misconduct, for anything
done or omitted to be done.
12.5 EXPENSES. The expenses of administration of the Plan shall be paid
by the Corporation.
12.6 PRECEDENT. Except as otherwise specifically agreed to by the
Corporation in writing, no action taken in accordance with the Plan by the
Corporation shall be construed or relied upon as a precedent for similar action
under similar circumstances.
12.7 WITHHOLDING. The Corporation shall withhold any tax which the
Corporation in its discretion deems necessary to be withheld from any payment to
any Participant, former Participant, or Beneficiary hereunder, by reason of any
present or future law.
12.8 VALIDITY OF PLAN. The validity of the Plan shall be determined and
the Plan shall be construed and interpreted in accordance with the provisions of
ERISA, the Code, and, to the extent applicable, the laws of the State of Ohio.
The invalidity or illegality of any provision of the Plan shall not affect the
validity or legality of any other part thereof.
12.9 PARTIES BOUND. The Plan shall be binding upon the Employers,
Participants, former Participants, and Beneficiaries hereunder, and, as the case
may be, the heirs, executors, administrators, successors, and assigns of each of
them.
12.10 HEADINGS. All headings used in the Plan are for convenience of
reference only and are not part of the substance of the Plan.
12.11 DUTY TO FURNISH INFORMATION. The Corporation shall furnish to
each Participant, former Participant, or Beneficiary any documents, reports,
returns, statements, or other information that it reasonably deems necessary to
perform its duties imposed hereunder or otherwise imposed by law.
12.12 TRUST FUND. At its discretion, the Corporation may establish one
or more trusts, with such trustees as the Corporation may approve, for the
purpose of providing for the payment of benefits owed under the Plan. Although
such a trust may be irrevocable, in the event of insolvency or bankruptcy of the
Corporation, such assets will be subject to the claims of the Corporation's
general creditors. To the extent any benefits provided under the Plan are paid
from any such trust, the Employer shall have no further obligation to pay them.
If not paid from the trust, such benefits shall remain the obligation of the
Employer.
12.13 VALIDITY. In case any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and enforced
as if such illegal and invalid provision had never been inserted herein.
12.14 NOTICE. Any notice required or permitted under the Plan shall be
deemed sufficiently provided if such notice is in writing and hand delivered or
sent by registered or certified mail. Such notice shall be deemed given as of
the date of delivery or, if delivery is made by mail, as of the date shown on
the postmark or on the receipt for registration or certification. Mailed notice
to the Corporation shall be directed to the Corporation's address, attention:
KeyCorp Compensation and Benefits Department. Mailed notice to a Participant or
Beneficiary shall be directed to the individual's last known address in the
Employer's records
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<PAGE> 17
12.15 SUCCESSORS. The provisions of this Plan shall bind and inure to
the benefit of each Employer and its successors and assigns. The term successors
as used herein shall include any corporate or other business entity, which
shall, whether by merger, consolidation, purchase or otherwise, acquire all or
substantially all of the business and assets of an Employer.
KEYCORP
By:
--------------------------------
Title:
------------------------------
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<PAGE> 1
EX 10.4
FIRST
AMENDMENT
TO THE KEYCORP
EXCESS CASH BALANCE PENSION PLAN
WHEREAS, KeyCorp has established the KeyCorp Excess Cash Balance
Pension Plan (the "Plan"), and
WHEREAS, the Board of Directors of KeyCorp has authorized its
Compensation and Organization Committee to permit amendments to the Plan, and
WHEREAS, the Compensation and Organization Committee of the Board of
Directors of KeyCorp has determined it desirable to amend the Plan and has
accordingly authorized the execution of this First Amendment,
NOW, THEREFORE, pursuant to such action of the Compensation Committee,
the Plan is hereby amended as follows:
1. ARTICLE III, Section 3.1 shall be amended to delete it in its
entirety and to substitute therefore the following:
"3.1 ELIGIBILITY. Subject to the provisions of Article V
hereof, a Participant shall be eligible for an Excess Pension
Benefit hereunder if the Participant (i) terminates employment
with an Employer on or after age 55 with five or more years of
Credited Service, (ii) terminates his or her active employment
with an Employer upon becoming Disabled after completing five
or more years of Credited Service and disability benefits have
ceased under the KeyCorp Long-Term Disability Plan due to the
Participant's election of an Early or Normal Retirement under
the Pension Plan, or (iii) dies after completing five years of
Credited Service, and has a Beneficiary who is eligible for a
benefit under the Pension Plan."
2. ARTICLE IV, Section 4.1 shall be amended to add the following new
paragraph at the end of such Section:
"Notwithstanding the foregoing provisions of this Section 4.1,
however, in the event of the Participant's termination,
Retirement or Disability and within twelve months of such
termination, Retirement, or Disability date the Participant
engages in any Harmful Activity, such Participant's
distribution election (if other than a lump sum distribution)
shall become null and void, and the Participant shall receive
an immediate lump sum distribution of his or her vested Excess
Pension Benefit.
For purposes of this Section 4.1, a "Harmful Activity" shall
have occurred if the Participant shall do any one or more of
the following:
1
<PAGE> 2
(i) Use, publish, sell, trade or otherwise disclose
Non-Public Information of KeyCorp unless such
prohibited activity was inadvertent, done in good faith
and did not cause significant harm to KeyCorp.
(ii) After notice from KeyCorp, fail to return to KeyCorp
any document, data, or thing in his or her possession
or to which the Participant has access that may involve
Non-Public Information of KeyCorp.
(iii) After notice from KeyCorp, fail to assign to KeyCorp
all right, title, and interest in and to any
confidential or non-confidential Intellectual Property
which the Participant created, in whole or in part,
during employment with KeyCorp, including, without
limitation, copyrights, trademarks, service marks, and
patents in or to (or associated with) such Intellectual
Property.
(iv) After notice from KeyCorp, fail to agree to do any acts
and sign any document reasonably requested by KeyCorp
to assign and convey all right, title, and interest in
and to any confidential or non-confidential
Intellectual Property which the Participant created, in
whole or in part, during employment with KeyCorp,
including, without limitation, the signing of patent
applications and assignments thereof.
(v) Upon the Participant's own behalf or upon behalf of any
other person or entity that competes or plans to
compete with KeyCorp, solicit or entice for employment
or hire any KeyCorp employee.
(vi) Upon the Participant's own behalf or upon behalf of
any other person or entity that competes or plans to
compete with KeyCorp, call upon, solicit, or do
business with (other than business which does not
compete with any business conducted by KeyCorp) any
KeyCorp customer the Participant called upon,
solicited, interacted with, or became acquainted
with, or learned of through access to information
(whether or not such information is or was
non-public) while the Participant was employed at
KeyCorp unless such prohibited activity was
inadvertent, done in good faith, and did not involve
a customer whom the Participant should have
reasonably known was a customer of KeyCorp.
(vii) Upon the Participant's own behalf or upon behalf of any
other person or entity that competes or plans to
compete with KeyCorp, after notice from KeyCorp,
continue to engage in any business activity in
competition with KeyCorp in the same or a closely
related activity that the Participant was engaged in
for KeyCorp during the one year period prior to the
termination of the Participant's employment.
For purposes of this Section 4.1 the term:
"INTELLECTUAL PROPERTY" shall mean any invention, idea,
product, method of doing business, market or business
plan, process, program, software, formula, method, work
of authorship, or other information, or thing relating
to KeyCorp or any of its businesses.
2
<PAGE> 3
"NON-PUBLIC INFORMATION" shall mean, but is not limited
to, trade secrets, confidential processes, programs,
software, formulas, methods, business information or
plans, financial information, and listings of names
(e.g., employees, customers, and suppliers) that are
developed, owned, utilized, or maintained by an
employer such as KeyCorp, and that of its customers or
suppliers, and that are not generally known by the
public.
"KEYCORP" shall include KeyCorp, its subsidiaries,
and its affiliates."
3. The Plan is hereby amended to add a new Article X to the Plan to
read in its entirety as follows:
ARTICLE X
---------
CHANGE OF CONTROL
-----------------
Notwithstanding any other provision of the Plan to the contrary, in the
event of a Change of Control, a Participant's interest in his or her
Excess Pension Benefit shall vest, and the Participant shall be
entitled to receive an immediate distribution of his or her Excess
Pension Benefit, if on and after a Change of Control the Participant
has at least five (5) years of Credited Service, and (i) the
Participant's employment is terminated by his or her Employer and any
other Employer without cause, or (ii) the Participant resigns within
two years following a Change of Control as a result of the
Participant's mandatory relocation, reduction in the Participant's base
salary, reduction in the Participant's average annual incentive
compensation (unless such reduction is attributable to the overall
corporate or business unit performance), or the Participant's exclusion
from stock option programs as compared to comparably situated
Employees.
For purposes of this Article X hereof, a "Change of Control" shall be
deemed to have occurred if under a rabbi trust arrangement established
by KeyCorp ("Trust"), as such Trust may from time to time be amended or
substituted, the Corporation is required to fund the Trust to secure
the payment of any Participants' Plan benefits payable hereunder
because a "Change of Control" as defined in the Trust has occurred on
and after January 1, 1999.
4. The amendments set forth in Paragraphs 1 through 3 shall be
effective as of January 1, 1999.
5. Except as otherwise amended herein, the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, KeyCorp has caused this First Amendment to the Plan
to be executed by its duly authorized officer to be effective as of the ___ day
of July, 1999.
KEYCORP
By:
--------------------------------
Title:
-----------------------------
3
<PAGE> 1
EX. 10.5
FIRST
AMENDMENT TO THE
KEYCORP
SUPPLEMENTAL RETIREMENT PLAN
WHEREAS, KeyCorp has established the KeyCorp Supplemental Retirement
Plan (the "Plan"), and
WHEREAS, the Board of Directors of KeyCorp has authorized its
Compensation Committee to permit amendments to the Plan, and
WHEREAS, the Compensation Committee of the Board of Directors of
KeyCorp has authorized the execution of this Amendment,
NOW, THEREFORE, pursuant to such action of the Compensation Committee,
the Plan is hereby amended as follows:
1. Section 2.1(l) is amended to delete in its entirety and to
substitute therefore the following:
(l) "INCENTIVE COMPENSATION PLAN" shall mean the KeyCorp
Annual Incentive Plan, the KeyCorp Long Term Incentive Plan,
and/or such other Employer-sponsored line of business
incentive compensation plans that KeyCorp in its sole
discretion determines constitutes an "Incentive Compensation
Plan" for purposes of this Section 2.1(l).
2. The Plan is amended to add a new Article X to the Plan to read in
its entirety as follows:
ARTICLE X
---------
CHANGE OF CONTROL
-----------------
Notwithstanding any other provision of the Plan to the contrary, in the
event of a Change of Control, a Participant's interest in his or her
Supplemental Retirement Benefit shall vest, and the Participant shall
be entitled to receive an immediate distribution of his or her
Supplemental Retirement Benefit, if on and after a Change of Control
the Participant has at least five (5) years of Benefit Service, and (i)
the Participant's employment is terminated by his or her Employer and
any other Employer without cause, or (ii) the Participant resigns
within two years following a Change of Control as a result of the
Participant's mandatory relocation, reduction in the Participant's base
salary, reduction in the Participant's average annual incentive
compensation (unless such reduction is attributable to the overall
corporate or business unit performance), or the Participant's exclusion
from stock option programs as compared to comparably situated
Employees.
1
<PAGE> 2
For purposes of this Article X hereof, a "Change of Control" shall be
deemed to have occurred if under a rabbi trust arrangement established
by KeyCorp ("Trust") as such Trust may from time to time be amended or
substituted, the Corporation is required to fund the Trust to secure
the payment of any Participants' Plan benefits payable hereunder
because a "Change of Control" as defined in the Trust has occurred on
and after January 1, 1999.
3. Except as otherwise amended herein, the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, KeyCorp has caused this First Amendment to the Plan
to be executed by its duly authorized officer to be effective as of the ___ day
of July, 1999.
KEYCORP
By:
-------------------------------
Title:
----------------------------
2
<PAGE> 1
EX. 10.6
THIRD
AMENDMENT TO THE
KEYCORP
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
WHEREAS, KeyCorp has established the KeyCorp Supplemental Retirement
Benefit Plan (the "Plan"), and
WHEREAS, the Board of Directors of KeyCorp has authorized its
Compensation and Organization Committee to permit amendments to the Plan, and
WHEREAS, the Compensation and Organization Committee of the Board of
Directors of KeyCorp has authorized the execution of this Third Amendment,
NOW, THEREFORE, pursuant to such action of the Compensation and
Organization Committee, the Plan is hereby amended as follows:
1. Section 1.7 is amended to delete in its entirety and to substitute
therefore the following:
"INCENTIVE COMPENSATION AWARD" shall mean an incentive
compensation award granted to a Plan Participant under the
KeyCorp Annual Incentive Plan and/or such other
Employer-sponsored line of business incentive compensation
plans that KeyCorp in its sole discretion determines to be
included herein for purposes of determining a Participant's
Incentive Compensation Award under the Plan. For purposes of
this Section 1.7 hereof, an Incentive Compensation Award shall
be deemed to be for the year in which the Incentive
Compensation Award is earned (without regard to the actual
time of payment), provided, however, that in no event shall
more than one Incentive Compensation Award be included in
determining a Participant's Salary for any applicable year.
2. The amendment set forth in Paragraph 1 hereof, shall be effective as
of the first day of January, 1999.
3. Except as specifically amended herein, the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, KeyCorp has caused this Third Amendment to the Plan
to be executed by its duly authorized officer as of the first day of July, 1999
KEYCORP
By:
-------------------------------
Title:
----------------------------
<PAGE> 1
EX. 10.7
THIRD
AMENDMENT TO THE
KEYCORP
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
FOR KEY EXECUTIVES
WHEREAS, KeyCorp has established the KeyCorp Supplemental Retirement
Benefit Plan For Key Executives (the "Plan"), and
WHEREAS, the Board of Directors of KeyCorp has authorized its
Compensation and Organization Committee to permit amendments to the Plan, and
WHEREAS, the Compensation and Organization Committee of the Board of
Directors of KeyCorp has authorized the execution of this Third Amendment,
NOW, THEREFORE, pursuant to such action of the Compensation and
Organization Committee, the Plan is hereby amended as follows:
1. Section 1.7 is amended to delete in its entirety and to substitute
therefore the following:
"INCENTIVE COMPENSATION AWARD" shall mean an incentive
compensation award granted to a Plan Participant under the
KeyCorp Annual Incentive Plan and/or such other
Employer-sponsored line of business incentive compensation
plans that KeyCorp in its sole discretion determines to be
included herein for purposes of determining a Participant's
Incentive Compensation Award under the Plan. For purposes of
this Section 1.7 hereof, an Incentive Compensation Award shall
be deemed to be for the year in which the Incentive
Compensation Award is earned (without regard to the actual
time of payment), provided, however, that in no event shall
more than one Incentive Compensation Award be included in
determining a Participant's Salary for any applicable year.
2. The amendment set forth in Paragraph 1 hereof, shall be effective as
of the first day of January, 1999.
3. Except as specifically amended herein, the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, KeyCorp has caused this Third Amendment to the Plan
to be executed by its duly authorized officer as of the first day of July,
1999.
KEYCORP
By:
-------------------------------
Title:
----------------------------
<PAGE> 1
EXHIBIT 15
ACKNOWLEDGMENT LETTER OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
KeyCorp
We are aware of the incorporation by reference in the following KeyCorp ("Key")
Registration Statements of our review report, dated October 15, 1999,
relating to the unaudited condensed consolidated interim financial statements
of Key, included in the Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
Form S-3 No. 33-58405
Form S-3 No. 333-10577
Form S-3 No. 333-55959
Form S-3 No. 333-59175
Form S-3 No. 333-64601
Form S-3 No. 333-76619 (Post-Effective Amendment No. 1)
Form S-3 No. 333-88063
Form S-3 No. 333-85189
Form S-4 No. 33-31569
Form S-4 No. 33-44657
Form S-4 No. 33-51717
Form S-4 No. 33-55573
Form S-4 No. 33-57329
Form S-4 No. 33-61539
Form S-4 No. 333-19151
Form S-4 No. 333-61025
Form S-8 No. 2-97452
Form S-8 No. 33-21643
Form S-8 No. 333-49609
Form S-8 No. 333-49633
Form S-8 No. 333-65391
Form S-8 No. 333-70669
Form S-8 No. 333-70703
Form S-8 No. 333-70775
Form S-8 No. 333-72189
Form S-8 No. 33-31569 (Post-Effective Amendment No. 1 to Form S-4)
Form S-8 No. 33-44657 (Post-Effective Amendment No. 1 to Form S-4)
Form S-8 No. 33-51717 (Post-Effective Amendment No. 1 to Form S-4)
Form S-8 No. 333-61025 (Post-Effective Amendment No. 1 to Form S-4)
Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a part
of the Registration Statements prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
Cleveland, Ohio
November 8, 1999
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