0000091576-22-000088.txt : 20220627 0000091576-22-000088.hdr.sgml : 20220627 20220627161555 ACCESSION NUMBER: 0000091576-22-000088 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220627 DATE AS OF CHANGE: 20220627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYCORP /NEW/ CENTRAL INDEX KEY: 0000091576 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 346542451 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11302 FILM NUMBER: 221044735 BUSINESS ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 BUSINESS PHONE: 2166896300 MAIL ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 FORMER COMPANY: FORMER CONFORMED NAME: SOCIETY CORP DATE OF NAME CHANGE: 19920703 11-K 1 a11-kkey401k123121.htm 11-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From _______________To ______________                     

Commission file number 001-11302
KeyCorp 401(k) Savings Plan
(Full title of the plan)

KeyCorp
127 Public Square
Cleveland, Ohio 44114
(Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office)

REQUIRED INFORMATION

Item 4. Financial Statements and Supplemental Schedule for the Plan.    

The KeyCorp 401(k) Savings Plan (“Plan”) is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). In lieu of the requirements of Items 1-3 of this form, the Plan is filing financial statements and supplemental schedule prepared in accordance with the financial reporting requirements of ERISA. The Plan financial statements and supplemental schedule for for the fiscal year ended December 31, 2021 are included as is Exhibit 99.1 to this report on Form 11-K and are incorporated herein by reference. The Plan financial statements and schedule have been audited by Meaden & Moore, Ltd. Independent Registered Public Accounting Firm, and their report is included therein.

EXHIBITS
1


SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
                        
Date:June 27, 2022By:/s/ Douglas Schosser
Douglas Schosser, signing on behalf of
KeyCorp as sponsor of the KeyCorp 401(k) Savings Plan
Chief Accounting Officer

 EX-23.1 2 ex23112312021meadenmooreltd.htm EX-23.1 Document

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


KeyCorp, as Plan Sponsor for the KeyCorp 401(k) Savings Plan

We consent to the incorporation by reference in the Registration Statements on Form S-8 (File Numbers 333-49609 and 333-112225) with respect to the KeyCorp 401(k) Savings Plan (the "Plan") of our audit report dated June 27, 2022 with respect to the Plan's financial statements and supplemental schedule, included in Form 11-K for the Plan as of and for the years ended December 31, 2021 and 2020 and all references to our firm included in or made a part of the Registration Statement.


/s/ Meaden & Moore, Ltd.
Meaden & Moore, Ltd.

Cleveland, Ohio
June 27, 2022


EX-99.1 3 ex99112312021key.htm EX-99.1 Document

Exhibit 99.1











KEYCORP
401(k) SAVINGS PLAN


FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
WITH
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM


December 31, 2021




KeyCorp
401(k) Savings Plan
INDEX
Page
Reports of Independent Registered Public Accounting Firm1
Financial Statements:
Statement of Net Assets Available for Benefits2
Statement of Changes in Net Assets Available for Benefits3
 Notes to Financial Statements4-11
Supplemental Schedule:
Schedule of Assets (Held at End of Year)12-20












REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Participants and KeyCorp, as Plan Sponsor for the KeyCorp 401(k) Savings Plan

Opinion on the Financial Statements

We have audited the accompanying Statement of Net Assets Available for Benefits of the KeyCorp 401(k) Savings Plan (the “Plan”) as of December 31, 2021 and 2020, and the Statements of Changes in Net Assets Available for Benefits for the years then ended, and the related notes and supplemental schedule (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020, and the changes in net assets available for benefits of the Plan for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for purposes of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental Schedule of Assets (Held at End of Year) as of December 31, 2021 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with Department of Labor’s (DOL) Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Meaden & Moore, Ltd.
Meaden & Moore, Ltd.

We have served as the Plan’s auditor since 2005.

Cleveland, Ohio
June 27, 2022





1

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
KeyCorp
401(k) Savings Plan
December 31,
20212020
ASSETS
Investments, at fair value:
KeyCorp common stock (cost $93,615,156 and $103,180,610 at
     2021 and 2020, respectively)$192,212,983 $150,302,981 
Other equity securities556,837,080 415,317,849 
Interest in mutual funds and collective trusts at fair value3,199,300,930 2,862,661,314 
Total investments at Fair Value3,948,350,993 3,428,282,144 
Receivables:
Notes receivable from participants49,082,910 51,218,327 
Receivable - Employer contributions14,057,138 13,829,938 
Receivable - Interest and dividends169,019 330,529 
Total Receivables63,309,067 65,378,794 
Cash5,616,066 11,352,785 
Total Assets4,017,276,126 3,505,013,723 
LIABILITIES
Payables - administrative and other expenses574,090 768,103 
Total Liabilities574,090 768,103 
NET ASSETS AVAILABLE FOR BENEFITS$4,016,702,036 $3,504,245,620 

See accompanying notes to financial statements.
2

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
KeyCorp
401(k) Savings Plan
Year Ended December 31,
20212020
Additions to Net Assets Attributed to:
Contributions:
     Employer$95,337,026 $91,005,142 
     Participants128,924,083 119,654,355 
     Rollovers19,803,239 13,685,200 
Total Contributions244,064,348 224,344,697 
Interest on participant notes receivable2,452,492 2,596,516 
Investment Income:
Dividends from KeyCorp common stock6,436,320 6,953,426 
Dividends from other equity securities1,320,712 1,662,843 
     Net investment income from mutual funds and collective trusts6,578,701 14,911,960 
     Net realized gain and unrealized appreciation545,006,331 404,892,227 
     Total Investment Income559,342,064 428,420,456 
Deductions from Net Assets Attributed to:
Participant withdrawals288,390,470 245,280,892 
Administrative and other expenses5,012,018 2,417,786 
Total Deductions293,402,488 247,698,678 
Net Increase512,456,416 407,662,991 
Net Assets Available for Benefits:
Beginning of Year3,504,245,620 3,096,582,629 
End of Year$4,016,702,036 $3,504,245,620 

See accompanying notes to the financial statements.








3

NOTES TO FINANCIAL STATEMENTS
KeyCorp
401(k) Savings Plan

1    Description of Plan

The following description of the KeyCorp 401(k) Savings Plan (Plan) provides only general information. Participants should refer to the Summary Plan Description or Plan document for a more complete description of the Plan’s provisions.

General:

The Plan consists of a profit sharing plan with a cash or deferred arrangement, as authorized under Section 401(k) of the Internal Revenue Code of 1986, as amended (Code), and an employee stock ownership plan (ESOP), as authorized under the provisions of Section 4975(e)(7) of the Code. As of January 1, 2011, the Plan was amended and restated to close the KeyCorp Common Stock Fund to new investments effective January 1, 2012, with the exception of KeyCorp dividend reinvestments, and make other administrative modifications and changes as required by law or to facilitate the administration of the Plan.

Effective December 31, 2017, the Plan was amended to merge in the participants and the assets of the former Cain Brothers & Company, LLC Retirement Plan. 

Effective January 1, 2017, the Plan was restated to reflect the amendments adopted since the January 1, 2011 amendment and restatement and to make administrative modifications and changes as required by law or to facilitate the administration of the Plan. As of May 1, 2020, the Plan voluntarily adopted certain provisions of the Coronavirus Aid, Relief, and Economic Securities Act ("CARES Act") for qualifying participants. These provisions include temporary deferment of loan payments that are due through December 31, 2020, for one year with continued interest accrual. Additionally, participants may withdraw up to the lesser of $100,000 or their vested balance without a 10% penalty for early withdrawal if the distribution is taken before December 31, 2020. There is no limit to the number of withdrawals during this period and participants have three years to pay ordinary income taxes on the amounts withdrawn.

As of July 1, 2020, the Plan transitioned to a new recordkeeper and trustee. Participant investment options in the Plan were valued as of June 30, 2020 and transitioned to the same investment options with the new trustee, with the exception of four Vanguard index funds which transitioned to four BlackRock index funds.

The portion of the Plan that is attributable to participant contributions invested in the Plan’s various investment funds (other than the Plan’s KeyCorp Common Stock Fund) constitutes a profit sharing plan. The portion of the Plan that is attributable to participant contributions, employer contributions, profit sharing contributions, after-tax contributions, and rollover contributions invested primarily in KeyCorp common shares constitutes an ESOP. The Plan is intended to be qualified under Section 401(a) of the Code and the provisions of Titles I, II, and III of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Dividends paid on those KeyCorp common shares maintained in the ESOP, at the participant’s election, may automatically be reinvested in the Plan’s Common Stock Fund or paid directly to the participant. In 2021 and 2020, dividends of $815,696 and $895,443, respectively, were paid directly to participants in connection with this election and are reflected in the Statement of Changes in Net Assets Available for Benefits as participant withdrawals.










4

NOTES TO FINANCIAL STATEMENTS
KeyCorp
401(k) Savings Plan

1Description of Plan, Continued

Eligibility:

All regular full-time and part-time employees of KeyCorp and its participating subsidiaries (Employer or Key) are eligible to participate in the Plan as of their first day of employment with the Employer for purposes of making pre-tax contributions, Roth contributions, Plan transfer contributions, and rollover contributions. Employees are eligible to participate in receiving employer contributions and profit sharing contributions in accordance with the following eligibility requirements: for employees whose employment commencement date is July 1, 2006, or after, participants can receive these contributions after completing one year of service. Seasonal and on-call employees are required to complete 1,000 hours of service prior to becoming eligible to participate in the Plan.

Contributions:

Contributions are subject to limitations on annual additions and other limitations imposed by the Code as defined in the Plan agreement.

Employee 401(k) Deferral:

In years in which the safe harbor provisions of Section 401(k)(12) of the Code are not utilized, employees who have met the eligibility requirements and have elected to participate may contribute from 1% to 100% of their compensation on a pre-tax basis to the Plan, and highly compensated employees (as that term is defined in accordance with Section 414(n) of the Code) may contribute from 1% to 6% of their compensation to the Plan. For the 2021 and 2020 Plan years, the Plan utilized the safe harbor provisions of Section 401(k)(12) of the Code, which permits the Plan to automatically satisfy certain nondiscrimination requirements of the Code without undergoing the necessity of discrimination testing. In years in which the safe harbor provisions of Section 401(k)(12) of the Code are utilized (2021 and 2020), all eligible employees may contribute up to 100% of their compensation to the Plan. For Plan years commencing on or after January 1, 2014, the Plan provides a qualified Roth contribution program.

Commencing January 1, 2010, an automatic enrollment feature was added to the Plan for all new regular full-time and part-time employees of the Employer (Covered Employees). The Plan was amended such that the initial default contribution percentage for Covered Employees is 2% and will increase by 1% at the beginning of each Plan year until the default percentage is 10% for Plan years on and after January 1, 2012. An amendment effective July 1, 2020 clarified that for employees hired before July 1, 2020, the increase will be effective at the beginning of the Plan year and for those hired after July 1, 2020, it will be effective on the anniversary date. The Covered Employee may request a distribution of his or her default elective deferrals no later than 90 days after default elective deferrals are first withheld from a Covered Employee’s pay. As of January 1, 2016, the Plan was amended to implement an auto-enrollment back sweep feature for certain employees hired prior to December 31, 2009.

Employer Matching Contributions:

After satisfying the eligibility requirements, Key matches up to the first 6% of the participant’s contributions to the Plan. Default elective deferrals will be eligible for matching contributions after the Covered Employee satisfies the Eligibility Requirements for receiving a matching contribution. Commencing for Plan years on and after January 1, 2012, the KeyCorp Common Stock Fund was closed to new investments, and matching contributions became subject to the investment direction of the participant.

Effective for Plan years commencing on or after January 1, 2013, the Employer Matching Contribution for each participant is based on the participant’s eligible annual compensation. For the 2021 and 2020 Plan years, the Plan utilized the safe harbor provisions of Section 401(k)(12) of the Code, which permits the Plan to automatically satisfy certain nondiscrimination requirements of the Code without undergoing the necessity of discrimination testing.
5

NOTES TO FINANCIAL STATEMENTS
KeyCorp
401(k) Savings Plan

1Description of Plan, Continued

Employer Discretionary Contributions:

Key may also make additional contributions as approved by the Board of Directors. Commencing January 1, 2010, and thereafter, profit sharing contributions may be made, allocated, and credited to the accounts of participants employed on the last business day of the Plan year as a flat percentage of eligible compensation for the participants entitled to receive an allocation, based on the further terms and conditions set forth in the Plan. For Plan years beginning on and after January 1, 2012, participants will share in profit sharing contributions for the applicable year if the participant experienced a Termination Under Limited Circumstances, as defined by the Plan, during the Plan year. Key contributed profit sharing allocations of 1.0% for 2021 and 2020 on eligible compensation for employees eligible on the last business day of the respective Plan years.

Rollover Contributions:

Rollover contributions from other plans are also accepted, providing certain specified conditions are met.

Participant’s Accounts:

Each participant’s account is credited with the participant’s elective contributions, employer matching contributions, employer discretionary contributions, and earnings and losses thereon.

Vesting:

All participants are 100% vested in elective deferrals (pre-tax and Roth) and rollover contributions made to the Plan. In years in which the safe harbor provisions of Section 401(k)(12) of the Code are not utilized, participants are 100% vested in Key matching contributions after three years of service. Contributions subject to the safe harbor provisions of Section 401(k)(12) are 100% vested. Participants are 100% vested in Key discretionary contributions after three years of service.

Forfeitures:

Effective January 1, 2017, under the terms of the Plan, forfeited nonvested participant amounts may be used to offset Employer contributions to the Plan. At December 31, 2021, and December 31, 2020, the Plan’s investments included $154,032 and $63,407 of Plan forfeitures, respectively. During 2021 and 2020, $308,295 and $225,845 in forfeitures were used to offset Employer contributions, respectively.

Notes Receivable from Participants:

Loans are permitted under certain circumstances and are subject to limitations. Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loans are repaid over a period not to exceed five years with exceptions for the purchase of a primary residence.

The loans are secured by the balance in the participant’s account. The interest rate is currently established by the terms of the Loan Policy as Prime plus 1%. Loans to Plan participants are valued at their unpaid principal balance plus accrued but unpaid interest, which approximates fair value.



6

NOTES TO FINANCIAL STATEMENTS
KeyCorp
401(k) Savings Plan

1Description of Plan, Continued

Payment of Benefits:

Distribution of participant contributions and matching contributions are subject to the distribution limitations outlined in Section 401(k) of the Code (i.e., attainment of age 59 1/2, severance from employment, retirement, death, or disability, subject to special grandfathered distribution provisions). Upon termination, participants may receive a distribution of their vested account balance in cash or may elect to have their interest in the KeyCorp Common Stock Fund distributed to them in common shares of KeyCorp. Participants may leave their balance in the Plan if their balance is greater than $1,000. Upon retirement, participants may elect to receive their Plan distribution as a lump sum payment or as a monthly, quarterly, or annual installment payment. Benefit payments are recorded upon distribution.

As of January 1, 2016, the Plan was amended to facilitate the implementation of flexibility in the distribution of benefits to assist participants with retirement readiness and distribution planning.

Hardship Withdrawals:

Hardship withdrawals are permitted in accordance with Internal Revenue Service guidelines.

Investment Options:

Upon enrollment in the Plan, a participant may direct his or her employee contribution in any of the investment options offered by the Plan. As discussed above, the KeyCorp Common Stock Fund was closed to new investments effective January 1, 2012.    

2Summary of Significant Accounting Policies

Basis of Accounting:

The Plan’s transactions are reported on the accrual basis of accounting.

Investment Valuation:

Investments are stated at aggregate fair value, which is determined based on the closing price reported on the last business day of the Plan year as follows:

Equity Securities

Closing market price as quoted on the New York Stock Exchange as of December 31, 2021, and December 31, 2020. The closing market price of KeyCorp’s Common Stock at December 31, 2021, and December 31, 2020, was $23.13 and $16.41, respectively. The other common stocks, which are included in either the Jennison Large Cap Growth Separate Account or the T. Rowe Price QM US Small-Cap Growth Equity Strategy Separate Account, are valued at the closing price reported on the applicable major stock exchange on which the individual securities are traded.

Mutual Funds

Closing market price as quoted per a third-party valuation service as of December 31, 2021 and December 31, 2020. Non-publicly traded mutual funds are included within the PIMCO Total Return Separate Account, which consists of open end mutual funds managed by Pacific Investment Management Company. LLC. The market value of each of the underlying mutual fund's shares are determined daily based on the fund's' net asset value determined by dividing the total value of the funds' investments and other assets, less any liabilities, by the total number of shares outstanding. The value of the funds' investments may be based on closing market prices or information received from third-party valuation services.
7

NOTES TO FINANCIAL STATEMENTS
KeyCorp
401(k) Savings Plan

2Summary of Significant Accounting Policies, Continued

Collective Trust Funds

Market values of units held in collective trust funds are determined daily by the trustee of the funds based on reported redemption values received from a third-party valuation service.

Investment Transactions:

Purchases and sales of securities are reflected on a trade-date basis. Gains or losses on sales of equity securities are based on the specific cost of units sold. Gains or losses on sales of mutual funds and collective trust funds are based on the average cost per share or per unit at the time of the sale. In the case of KeyCorp Common Stock, brokerage commissions are added to the cost of shares purchased and subtracted from the proceeds of shares sold. No direct brokerage commissions are incurred by the Plan on purchases and sales of shares or units in mutual funds and collective trust funds.

Investment Income:

Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on the accrual basis.

Fair Value Measurement:

Accounting guidance defines fair value as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market. In other words, fair value represents an exit price at the measurement date. Market participants are buyers and sellers who are independent, knowledgeable, and willing and able to transact in the principal (or most advantageous) market for the asset or liability being measured. Current market conditions, including imbalances between supply and demand, are considered in determining fair value.

The Plan’s assets are valued based on the principal market where each would be sold. The principal market is the forum with the greatest volume and level of activity. In the absence of a principal market, valuation is based on the most advantageous market (i.e., the market where the asset could be sold at a price that maximizes the amount to be received).

There are three acceptable techniques for measuring fair value: the market approach, the income approach, and the cost approach. The appropriate technique for valuing a particular asset depends on the exit market, the nature of the asset being valued, and how a market participant would value the same asset. Ultimately, selecting the appropriate valuation method requires significant judgment, and applying the valuation technique requires sufficient knowledge and expertise.

Valuation inputs refer to the assumptions market participants would use in pricing a given asset. Inputs can be observable or unobservable. Observable inputs are assumptions based on market data obtained from an independent source. Unobservable inputs are assumptions based on the Trustee’s own information or assessment of assumptions used by other market participants in pricing the asset. Unobservable inputs are based on the best and most current information available on the measurement date.



8

NOTES TO FINANCIAL STATEMENTS
KeyCorp
401(k) Savings Plan

2Summary of Significant Accounting Policies, Continued

All inputs, whether observable or unobservable, are ranked in accordance with a prescribed fair value hierarchy that gives the highest ranking to quoted prices in active markets for identical assets (Level 1) and the lowest ranking to unobservable inputs (Level 3). Fair values for assets classified as Level 2 are based on one or a combination of the following factors: (a) quoted market prices for similar assets in active markets; (b) quoted prices for identical or similar assets in inactive markets; (c) observable inputs, such as interest rates or yield curves; or (d) inputs derived principally from or corroborated by observable market data. The level in the fair value hierarchy ascribed to a fair value measurement in its entirety is based on the lowest level input that is significant to the measurement. The Plan considers an input to be significant if it drives 10% or more of the total fair value of a particular asset. Assets may transfer between levels based on the observable and unobservable inputs used at the valuation date, as the inputs may be influenced by certain market conditions. Transfers between levels of the fair value hierarchy are recognized at the end of the reporting period.

Typically, assets are considered to be fair valued on a recurring basis if fair value is measured regularly. Additional information regarding fair value measurements and disclosures is provided in Note 4 (“Fair Value Measurements”).

Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Administrative Fees:

Substantially all administrative fees are paid by the Plan.

Plan Termination:

Although it has not expressed any intent to do so, Key has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

Risks and Uncertainties:

The Plan invests in various investments, including KeyCorp common stock, other equity securities, and interests in mutual funds and collective trusts. These investments are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.

Subsequent Events:

In preparing these financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all shareholders and other financial statement users, or filed with the SEC. In compliance with applicable accounting standards, all material subsequent events have been either recognized in the financial statements or disclosed in the notes to the financial statements.



9

NOTES TO FINANCIAL STATEMENTS
KeyCorp
401(k) Savings Plan

3    Tax Status

The Internal Revenue Service has determined and informed Key by letter dated September 22, 2013, that the Plan and related trust as of the January 1, 2011 Restatement are designed in accordance with applicable sections of the Internal Revenue Code.

The Plan has been amended since receiving the determination letter. However, the Plan Administrator and tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

Accounting principles generally accepted in the United States of America (U.S. GAAP) requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken uncertain tax positions that more-likely-than-not would not be sustained upon examination by applicable taxing authorities. The Plan administrator has analyzed tax positions taken by the Plan and has concluded that, as of December 31, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or that would require disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. However, currently no audits for any tax periods are in progress.

4    Fair Value Measurements

The following is a description of the valuation methodologies used to measure the fair value of assets held in the Plan:

Equity Securities. Investments in KeyCorp Common Stock are valued at their official closing price on the New York Stock Exchange and are classified as Level 1. Other equity securities are valued  at the closing price reported on the major stock exchange on which the individual securities are traded and are classified as Level 1.

Mutual Funds. Exchange-traded mutual funds are valued using quoted prices and, therefore, are classified as Level 1. Mutual funds held within the PIMCO Total Return Separate Account are measured at net asset value ("NAV") as a practical expedient to estimate fair value and accordinly have not been classified in the fair value hierarchy. This practical expedient would not be used if it is determined to be probable that the investment will sell for an amount different from the reported NAV. Fair value is determined based on the Plan's proportionate share of total net assets in the fund. Participant transactions (purchases and redemptions) may occur daily.

Money Market Funds.  Investments in money market funds are valued at their closing net asset value. Because net asset values for the money market funds are based primarily on observable inputs, most notably quoted prices for the underlying assets, these investments are classified as Level 2. 

Collective Trust Funds. The Plan's investments in collective trust funds are measured at net asset value ("NAV") as a practical expedient to estimate fair value and accordingly, have not been classified in the fair value hierarchy. This practical expedient would not be used if it is determined to be probable that the funds will sell the investment for an amount different from the reported NAV. Fair value is determined based on the Plan's proportionate share of total net assets in the fund. Participant transactions (purchases and sales) may occur daily. However, in high volume liquidation demand periods, the Trustee may, at their discretion, delay liquidation requests so that it is in the best interest of all participants in the fund. If the Plan initiates a full redemption of the KeyBank EB MaGIC Fund, the issuer reserves the right to require 12 months’ notification in order to ensure that securities liquidations will be carried out in an orderly business manner. 

The investment strategies for the collective trust funds are varied, and they may invest directly and indirectly in a broad range of equities, debt, and derivative instruments with the objective of mirroring or exceeding the total return of certain market indices.  Strategies may vary based on global macroeconomic views, expected directional movements in the financial markets, market capitalization, and other strategies.

10

NOTES TO FINANCIAL STATEMENTS
KeyCorp
401(k) Savings Plan
    
4    Fair Value Measurements, continued

The following tables present the Plan’s assets that are measured at fair value on a recurring basis in accordance with U.S. GAAP at December 31, 2021, and December 31, 2020.
December 31, 2021Level 1Level 2Level 3Total
Equity Securities:
KeyCorp Common Stock$192,212,983 — — $192,212,983 
Other Equity Securities556,837,080 556,837,080 
Mutual Funds214,843,486 — — 214,843,486 
Money Market Funds— $119,672,709 — 119,672,709 
Collective Trust Funds, Mutual Funds and other investments measured at net asset value (a)
— — — 2,864,784,735 
$963,893,549 $119,672,709 — $3,948,350,993 
December 31, 2020Level 1Level 2Level 3Total
Equity Securities:
KeyCorp common stock$150,302,981 — — $150,302,981 
Other equity securities415,317,849 415,317,849 
Mutual Funds550,937,780 — — 550,937,780 
Money Market Funds
— $137,858,779 — 137,858,779 
Collective Trust Funds, Mutual Funds and other investments measured at net asset value (a)
— — — 2,173,864,755 
$1,116,558,610 $137,858,779 — $3,428,282,144 
(a) Certain investments that are measured at fair value using the net asset value (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the fair value of the plan assets presented elsewhere within this report.

5    Party-in-Interest Transactions

During 2021 and 2020, the Plan received $6,436,320 and $6,953,426 respectively, in KeyCorp common stock dividends.

During the year ended December 31, 2021, the Plan did not purchase KeyCorp common stock and 759,052 shares of common stock of KeyCorp were sold by the Plan for $15,913,110. During the year ended December 31, 2020, the Plan purchased 159,788 shares of KeyCorp common stock for $1,900,119, and sold 400,550 shares of common stock of KeyCorp for $6,245,783. The sales of KeyCorp common stock were completed in the open market.

The Plan has arrangements with various service providers and these arrangements qualify as party-in-interest transactions.


11

SCHEDULE OF ASSETS (HELD AT END OF YEAR)
Form 5500, Schedule H, Part IV, Line 4i
KeyCorp
401(k) Savings Plan
EIN 34-6542451
Plan Number 002
December 31, 2021
(a)(b)(c)(d) (e)
Identity of Issuer, Borrower, Lessor, or Similar PartyDescription of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity ValueCostCurrent Value
Equity Securities:
 *KeyCorp common stockCommon Stock$192,212,983 
 ATLASSIAN CORPORATION PLC COM USD0.1 CL A Common Stock8,015,860 
 DESCARTES SYS GROUP INC COMCommon Stock559,909 
 SHOPIFY INC CL A SHOPIFY INC Common Stock15,093,440 
 KERING Common Stock5,799,239 
 ADR BIONTECH SE ADS Common Stock2,645,286 
 SAPIENS INTERNATIONAL CORP NV COM EUR0.01 Common Stock308,500 
 ADYEN NV EUR0.01 Common Stock8,787,537 
 EQTY LIFESTYLE PPTYS INC REIT Common Stock390,788 
 RYMAN HOSPITALITY PPTYS INC COM Common Stock249,855 
 TERRENO RLTY CORP Common Stock668,418 
 1ST INDL RLTY TR INC COM Common Stock493,984 
#REORG/NCINO INC STOCK MERGER Common Stock106,044 
AAON INC COM PAR $0.004 COM PAR $0.004 Common Stock245,598 
ABERCROMBIE & FITCH CO CL A Common Stock216,677 
ACADEMY SPORTS & OUTDOORS INC COM Common Stock211,861 
ACADIA PHARMACEUTICALS INC COM Common Stock181,725 
ACI WORLDWIDE INC COM STK Common Stock377,675 
ADAPTIVE BIOTECHNOLOGIES CORP COM USD0.0001 Common Stock147,764 
ADDUS HOMECARE CORP COM STK Common Stock308,677 
ADIENT PLC ADIENT PLC LTD COM Common Stock247,252 
ADOBE SYS INC COM SEDOL: 2008154Common Stock10,239,402 
ADVANCED ENERGY INDS INC COM Common Stock349,306 
AGIOS PHARMACEUTICALS INC COM Common Stock136,378 
AIRBNB INC CL A COM USD0.0001 CL A Common Stock6,124,501 
ALARM COM HLDGS INC COM Common Stock189,126 
ALBANY INTL CORP NEW CL A Common Stock370,163 
ALECTOR INC COMCommon Stock61,950 
ALKERMES PLC SHS Common Stock234,647 
ALLOGENE THERAPEUTICS INC COM Common Stock44,760 
ALPHABET INC CAP STK USD0.001 CL C Common Stock16,797,290 
ALPHABET INC CAPITAL STOCK USD0.001 CL A Common Stock11,675,071 
ALTAIR ENGR INC CL A COM Common Stock293,043 
AMAZON COM INC COM Common Stock27,448,287 
AMEDISYS INC COM Common Stock480,622 
12

AMERIS BANCORP COM Common Stock155,796 
AMICUS THERAPEUTICS INC COM Common Stock184,742 
AMN HEALTHCARE SVCS INC COM Common Stock794,411 
APA CORP COM Common Stock250,346 
APELLIS PHARMACEUTICALS INC COMCommon Stock195,219 
APPLE INC COM STK Common Stock21,071,166 
ARCONIC CORPORATION COM USD0.01 Common Stock164,027 
ARVINAS INC COM Common Stock212,743 
ASBURY AUTOMOTIVE GROUP INC COM Common Stock440,807 
ASGN INCORPORATED COMN STK USD0.01 Common Stock644,888 
ASPEN TECHNOLOGY INC COM Common Stock410,331 
ATKORE INC Common Stock544,831 
ATRICURE INC COM STK Common Stock230,144 
AZENTA INC COM USD0.01 Common Stock545,967 
BALCHEM CORP COM Common Stock202,320 
BELLRING BRANDS INC CL A COM Common Stock199,396 
BERRY GLOBAL GROUP INC Common Stock319,025 
BILL COM HLDGS INC COM Common Stock298,980 
BIOHAVEN PHARMACEUTICAL HLDG COL TD COM NPV Common Stock511,275 
BJS WHSL CLUB HLDGS INC COM Common Stock685,840 
BLACKBAUD INC COM Common Stock233,307 
BLACKLINE INC COM Common Stock155,310 
BLOCK INC Common Stock5,080,136 
BLOOMIN BRANDS INC COM Common Stock209,800 
BLUEPRINT MEDICINES CORP COM Common Stock430,261 
BOOZ ALLEN HAMILTON HLDG CORP CL A COM STK Common Stock379,520 
BOSTON BEER INC CL A CL A Common Stock491,967 
BOX INC CL A CL A Common Stock304,459 
BOYD GAMING CORP COM Common Stock619,505 
BRIGHT HORIZONS FA COM USD0.001 Common Stock183,407 
BRINKER INTL INC COM Common Stock54,885 
BROADRIDGE FINL SOLUTIONS INC COM STK Common Stock197,628 
BRUKER CORPCommon Stock200,629 
BRUNSWICK CORP COM Common Stock672,776 
BUILDERS FIRSTSOURCE INC COM STKCommon Stock751,677 
BURLINGTON STORES INC COM Common Stock445,136 
CABLE ONE INC COM Common Stock521,981 
CACI INTL INC CL A CL A Common Stock582,032 
CACTUS INC CL A CL A Common Stock210,935 
CAPRI HOLDINGS LTD Common Stock395,951 
CAREDX INC COMCommon Stock165,638 
CARVANA CO CL A CL A Common Stock2,838,269 
CASELLA WASTE SYS INC CL A COM STK Common Stock1,081,332 
CASEYS GEN STORES INC COMCommon Stock269,580 
CATALENT INC COM Common Stock548,865 
CAVCO INDS INC DEL COM STK Common Stock371,651 
CBOE GLOBAL MARKETS INC Common Stock104,711 
CERTARA INC COM Common Stock119,733 
CHAMPIONX CORPORATION COM USD0.D1 WI Common Stock196,664 
13

CHARLES RIV LABORATORIES INTL INC COM Common Stock432,543 
CHASE CORP COM Common Stock209,076 
CHEMED CORP NEW COM Common Stock148,131 
CHEMOCENTRYX INC COM STK Common Stock110,686 
CHIPOTLE MEXICAN GRILL INC COM STK Common Stock4,730,765 
CHOICE HOTELS INTL INC COM Common Stock578,255 
CHURCHILL DOWNS INC COM Common Stock856,640 
CIRRUS LOGIC INC COMCommon Stock303,114 
CLEARWAY ENERGY INC CL C CL C Common Stock234,411 
CLEVELAND CLIFFS USD0.125 Common Stock213,716 
CMG MATLS INC COM SEDOLCommon Stock308,429 
COCA-COLA CONSOLIDATED INC COM Common Stock466,250 
COGENT COMMUNICATIONS HLDGS INC Common Stock288,036 
COGNEX CORP COM SEDOL: 2208288Common Stock346,965 
COM ALCOA CORPORATION COM USD0.01 Common Stock745,107 
COMFORT SYS USA INC COM Common Stock453,244 
COMMVAULT SYS INC COM STK Common Stock330,954 
CONMED CORP COM Common Stock297,554 
CONSENSUS CLOUD SOLUTIONS INC COM USD0.001 Common Stock54,977 
CORVEL CORP COM Common Stock491,296 
COSTAR GROUP INC COM Common Stock3,388,964 
COSTCO WHOLESALE CORP NEW COMCommon Stock5,680,974 
CRISPR THERAPEUTICS AG COM CHF0.03 Common Stock169,141 
GROGS INC COM Common Stock870,998 
CROWDSTRIKE HLDGS INC CL A CL ACommon Stock5,060,192 
CSW INDUSTRIALS INC COM Common Stock162,798 
CURTISS WRIGHT CORP COM Common Stock405,748 
DANAHER CORP COM Common Stock7,987,705 
DARLING INGREDIENTS INC COMSTKCommon Stock725,951 
DECIPHERA PHARMACEUTICALS INC COM Common Stock23,448 
DECKERS OUTDOOR CORP COM Common Stock928,230 
DENALI THERAPEUTICS INC COM Common Stock238,655 
DEXCOM INC COMCommon Stock4,067,933 
DICKS SPORTING GOODS INC Common Stock278,736 
DIGITAL TURBINE INC COM NEW Common Stock421,746 
DIODES INC COM Common Stock449,233 
DOMINOS PIZZA INC COM Common Stock112,866 
DOUBLEVERIFY HLDGS INC COM Common Stock79,872 
DOUGLAS DYNAMICS INC COM Common Stock101,556 
EAGLE MATLS INC COM Common Stock583,276 
EHEALTH INC COM STK Common Stock38,250 
ELEMENT SOLUTION INC COMCommon Stock318,044 
ELI LILLY & CO COM Common Stock8,465,867 
EMCOR GROUP INC COMCommon Stock607,396 
EMERGENT BIOSOLUTIONS INC COM Common Stock106,197 
ENSIGN GROUP INC COM STK Common Stock769,745 
ENTEGRIS INC COM Common Stock717,983 
ENVESTNET INC COM STK Common Stock370,835 
EPLUS INC COM Common Stock108,838 
14

ESTEE LAUDER COMPANIES INC CL A USD0.01 Common Stock8,833,342 
EURONET WORLDWIDE INC COM Common Stock524,944 
EVERI HLDGS INC COM Common Stock154,595 
EXACT SCIENCES CORP COMCommon Stock217,924 
EXELIXIS INC COM STK Common Stock158,378 
EXLSERVICE COM INC COM STKCommon Stock599,637 
EXPONENT INC COM STK Common Stock923,918 
FABRINET COM USD0.01 Common Stock407,063 
FACTSET RESH SYS INC COM STK Common Stock268,764 
FAIR ISAAC CORPORATION COM Common Stock433,670 
FATE THERAPEUTICS INC COM Common Stock243,870 
FEDERAL SIGNAL CORP COM Common Stock139,078 
FIRST BANCORP N C COM Common Stock208,529 
FIVE9 INC COMCommon Stock320,093 
FLOOR & DECOR HLDGS INC CL A CL ACommon Stock817,113 
FORMFACTOR INC COM STK Common Stock509,458 
FORTINET INC COM Common Stock323,460 
FULLER H B CO COM Common Stock236,358 
GARTNER INC COM Common Stock245,391 
GENERATION BIO CO COM Common Stock33,942 
GIBRALTAR INDS INC COM Common Stock300,060 
GLOBAL BLOOD THERAPEUTICS INC COM Common Stock138,652 
GLOBUS MED INC CL A NEW COM STKCommon Stock502,295 
GOLDMAN SACHS GROUP INC COMCommon Stock4,517,533 
GRACO INC COM Common Stock331,590 
GREEN DOT CORP COM STK Common Stock47,148 
GXO LOGISTICS INC COM Common Stock559,513 
HAEMONETICS CORP MASS COMCommon Stock136,843 
HAIN CELESTIAL GROUP INC COMCommon Stock320,172 
HALOZYME THERAPEUTICS INC COMCommon Stock507,772 
HELEN TROY LTD COM STK Common Stock315,366 
HERC HLDGS INC COM Common Stock298,228 
HEXCEL CORP NEW COM Common Stock281,688 
HILTON GRAND VACATIONS INC COM Common Stock314,275 
HOME DEPOT INC COM Common Stock8,868,764 
HORIZON THERAPEUTICS PLC COM USD0.0001 Common Stock515,308 
HUBSPOT INC COMCommon Stock1,908,898 
HUMANA INC COM Common Stock4,589,895 
HYDROFARM HLDGS GROUP INC COM NEW COM Common Stock16,974 
IAA SPINCO INC Common Stock465,704 
ICU MED INC COM Common Stock554,901 
IGM BIOSCIENCES INC COM Common Stock43,995 
INGEVITY CORP COMCommon Stock283,143 
INNOVATIVE INDL PPTYS INC COMCommon Stock366,497 
INSMED INC COM PAR $.01 Common Stock307,812 
INSPERITY INC COM Common Stock497,952 
INSPIRE MED SYS INC COM Common Stock411,117 
INTELLIA THERAPEUTICS INC Common Stock475,561 
INTER PARFUMS INC Common Stock213,800 
15

INTUITIVE SURGICAL INC COM NEW STK Common Stock5,330,216 
INVITAE CORP COM Common Stock165,344 
IONIS PHARMACEUTICALS INC Common Stock135,292 
IOVANCE BIOTHERAPEUTICS INCCommon Stock133,592 
IRIDIUM COMMUNICATIONS INC Common Stock284,777 
J & J SNACK FOODS CORP COM STK NPV Common Stock365,046 
JOHN BEAN TECHNOLOGIES CORP COM STK Common Stock566,483 
KADANT INC COM Common Stock446,901 
KARUNA THERAPEUTICS INC COM Common Stock145,148 
KKR & CO INC CL A CL A Common Stock2,206,318 
KODIAK SCIENCES INC COM USD0.0001Common Stock377,186 
KULICKE & SOFFA INDS INC COMCommon Stock275,760 
KYMERA THERAPEUTICS INC COM Common Stock116,060 
KYNDRYL HLDGS INC Common Stock135,750 
LANDSTAR SYS INC Common Stock340,138 
LANTHEUS HLDGS INC Common Stock40,446 
LATTICE SEMICONDUCTOR CORP Common Stock831,786 
LCI INDUSTRIES Common Stock340,264 
LEGALZOOM COM INC Common Stock25,712 
LGI HOMES INC Common Stock507,621 
LINCOLN ELEC HLDGS INC Common Stock274,198 
LITTELFUSE INC Common Stock630,304 
LOUISIANA-PACIFIC CORP Common Stock478,405 
LPL FINL HLDGS INC Common Stock605,620 
LULULEMON ATHLETICA INCCommon Stock7,506,837 
LUMENTUM HLDGS INCCommon Stock221,059 
MADRIGAL PHARMACEUTICALS INC Common Stock33,896 
MAGNOLIA OIL & GAS CORP CL A Common Stock484,544 
MANHATTAN ASSOCS INCCommon Stock955,953 
MARAVAI LIFESCIENCES HLDGS INC CL A Common Stock267,783 
MARKETAXESS HLDGS INC COM STK Common Stock440,059 
MASTERCARD INC CL ACommon Stock8,652,426 
MATADOR RES COCommon Stock59,072 
MATCH GROUP INC Common Stock6,212,576 
MAXIMUS INC Common Stock154,799 
MAXLINEAR INC Common Stock521,473 
MCGRATH RENTCORP Common Stock120,390 
MEDPACE HLDGS INC Common Stock860,113 
MERCURY SYSTEMS INC Common Stock57,593 
MERIT MED SYS INC Common Stock426,880 
META PLATFORMS INC Common Stock8,896,121 
METROPOLITAN BK HLDG CORP Common Stock53,265 
MICROSOFT CORP Common Stock21,768,312 
MIDDLESEX WTR CO Common Stock474,343 
MIRATI THERAPEUTICS INC Common Stock350,002 
MKS INSTRS INC Common Stock511,189 
MLPCommon Stock255,310 
MODIVCARE INC Common Stock236,671 
MOLINA HEALTHCARE INC Common Stock643,476 
16

MONOLITHIC PWR SYS INC Common Stock305,865 
MOOG INC CL A Common Stock232,789 
MORPHIC HLDG INC Common Stock52,118 
MSA SAFETY INC Common Stock317,016 
MURPHY USA INC Common Stock273,158 
NATIONAL VISION HLDGS INC Common Stock271,287 
NCR CORP Common Stock362,604 
NEOGENOMICS INC Common Stock422,099 
NETFLIX INC Common Stock15,380,896 
NEUROCRINE BIOSCIENCES INC Common Stock177,154 
NEVRO CORP Common Stock207,945 
NEXSTAR MEDIA GROUP INC CL A Common Stock415,044 
NIKE INC CL BCommon Stock10,408,041 
NOVANTA INC NOVANTA INC Common Stock751,166 
NURIX THERAPEUTICS INC Common Stock43,425 
NUVASIVE INC Common Stock89,216 
NVIDIA CORPCommon Stock23,760,265 
OMNICELL INC Common Stock824,611 
ONTO INNOVATION INC Common Stock342,664 
ORMAT TECHNOLOGIES INCCommon Stock105,469 
OSI SYS INCCommon Stock46,600 
PACIRA BIOSCIENCES INC COM USD0.001 Common Stock163,121 
PALOMAR HLDGS INC Common Stock137,053 
PAPA JOHNS INTL INC Common Stock538,151 
PATRICK INDS INC Common Stock534,813 
PAYLOCITY HLDG CORP Common Stock371,007 
PAYPAL HLDGS INC Common Stock5,239,695 
PDC ENERGY INC Common Stock204,778 
PEGASYSTEMS INC Common Stock234,822 
PENNANT GROUP INC Common Stock157,152 
PENUMBRA INC COMCommon Stock464,309 
PERFICIENT INC Common Stock399,894 
PERFORMANCE FOOD GROUP COCommon Stock229,037 
PHREESIA INC Common Stock105,150 
PLANET FITNESS INC CL A Common Stock578,716 
POOL CORP Common Stock599,394 
POWER INTEGRATIONS INCCommon Stock627,472 
PRIMERICA INC Common Stock829,037 
PROG HOLDINGS INC Common Stock141,239 
PROTHENA CORP PLC USD0.01 Common Stock178,383 
PTC INC Common Stock286,520 
PTC THERAPEUTICS INC Common Stock206,200 
QUAKER CHEM CORP Common Stock386,326 
QUALYS INC COM USD0.001 Common Stock519,515 
QUANTERIX CORP COM Common Stock80,560 
QUIDEL CORP COM Common Stock134,990 
RANGE RES CORP COM Common Stock54,132 
RANPAK HLDGS CORP CL A COM CL A Common Stock105,224 
RAPID? INC Common Stock408,031 
17

RSC BEARINGS INC Common Stock417,270 
REATA PHARMACEUTICALS INC CL A Common Stock34,756 
RED ROCK RESORTS INC CL A Common Stock251,451 
REPAY HLDGS CORP CL A CL A Common Stock98,859 
REPLIGEN CORP COM STK USD0.01Common Stock890,392 
REPLIMUNE GROUP INCCommon Stock90,866 
RH COMCommon Stock466,268 
ROBLOX CORP COM USD0.0001 CL A Common Stock3,605,751 
ROCKET PHARMACEUTICALS INC COM USD0.01Common Stock68,655 
S&P GLOBAL INC Common Stock7,123,783 
SAGE THERAPEUTICS INC Common Stock93,588 
SAIA INC COM STK Common Stock1,012,775 
SALESFORCE COM INCCommon Stock17,754,538 
SANDERSON FARMS INC Common Stock227,385 
SANFILIPPO JOHN B & SON INC Common Stock186,180 
SAREPTA THERAPEUTICS INC Common Stock289,331 
SCHOLAR ROCK HLDG CORP Common Stock69,552 
SCOTTS MIRACLE-GRO CLASS'A'COM NPVCommon Stock284,648 
SEAGEN INC COMCommon Stock209,947 
SEAWORLD ENTMT INC COM Common Stock300,820 
SELECTQUOTE INC COM Common Stock35,334 
SHOALS TECHNOLOGIES GROUP INC CL A CL A Common Stock36,450 
SHOCKWAVE MED INC Common Stock432,272 
SIGNATURE BK NY N Y Common Stock651,792 
SIMPLY GOOD FOODS CO Common Stock99,768 
SITEONE LANDSCAPE SUPPLY INC Common Stock799,524 
SITIME CORPCommon Stock254,217 
SIX FLAGS ENTMT CORP Common Stock108,451 
SLM CORPCommon Stock294,775 
SNAP INC SNAP INC Common Stock4,849,357 
SNOWFLAKE INC CL A Common Stock6,019,588 
SPOTIFY TECHNOLOGY S A Common Stock4,418,018 
SPS COMM INC COM Common Stock703,778 
SPX CORP COM Common Stock308,605 
SS&C TECHNOLOGIES HLDGS INC Common Stock353,744 
STEPAN CO Common Stock149,148 
STERIS PLC ORD USD0.001 Common Stock326,169 
SUPERNUS PHARMACEUTICALS INC Common Stock112,499 
SURGERY PARTNERS INC Common Stock188,751 
SYNAPTICS INC Common Stock393,734 
TANDEM DIABETES CARE INC COM NEW COM USD0.001(POST REV SPLT}Common Stock755,008 
TARGA RES CORP Common Stock249,812 
TECHTARGET INC Common Stock353,942 
TELEDYNE TECHNOLOGIES INCCommon Stock379,657 
TEMPUR SEALY INTL INC Common Stock839,015 
TERADATA CORP DEL Common Stock305,784 
TEREX CORP Common Stock195,929 
TERMINIX GLOBAL HLDGS INC COM USD0.01 Common Stock366,363 
TESLA INC COM USD0.001 Common Stock29,524,320 
18

TEXAS PAC LO CORP COM USD0.01 Common Stock654,408 
TEXAS ROADHOUSE INC Common Stock485,148 
TG THERAPEUTICS INC Common Stock68,039 
THE TRADE DESK INC COM CL A COM CL A Common Stock6,024,505 
THRYV HLDGS INC COM Common Stock164,314 
TJX COS INC COM Common Stock4,804,901 
TOPBUILD CORP Common Stock1,064,461 
TORO CO Common Stock414,526 
TRAVEL+ LEISURE CO COM USD0.01Common Stock343,448 
TREX CO INC COM Common Stock636,126 
TURNING PT THERAPEUTICS INC Common Stock157,982 
TWILIO INC CL A Common Stock6,369,931 
TWIST BIOSCIENCE CORP Common Stock184,111 
TYLER TECHNOLOGIES INC Common Stock430,360 
U S PHYSICAL THERAPY Common Stock268,782 
UBER TECHNOLOGIES INC COM USD0.00001 Common Stock8,089,932 
UBIQUITI INC COMCommon Stock292,899 
UFP INDUSTRIES INC COM USD1.00 Common Stock572,946 
ULTRAGENYX PHARMACEUTICAL INC Common Stock547,594 
UNIFIRST CORP MASS Common Stock168,320 
UNION PAC CORP Common Stock5,167,084 
UNIQURE N.V. COM EURO.OS Common Stock69,002 
UPWORK INC COMCommon Stock120,482 
VAIL RESORTS INC Common Stock503,654 
VERTEX PHARMACEUTICALS INCCommon Stock3,676,324 
VICTORIAS SECRET & CO Common Stock111,080 
VISA INC COM CL A STK Common Stock7,565,563 
WATSCO INC Common Stock307,874 
WATTS WTR TECHNOLOGIES INC Common Stock494,357 
WENDYS CO Common Stock441,630 
WEST PHARMACEUTICAL SVCS INC Common Stock548,273 
WESTERN ALLIANCE BANCORPORATION Common Stock687,130 
WOODWARD INCCommon Stock267,630 
WORKDAY INC CL A COM USD0.001 Common Stock6,432,569 
WORKIVA INC COM CL A COM CL ACommon Stock296,343 
XENCOR INC Common Stock204,772 
XOMETRY INC CL A Common Stock51,250 
XPO LOGISTICS INC Common Stock259,468 
ZEBRA TECHNOLOGIES CORP CL A Common Stock406,522 
ZENTALIS PHARMACEUTICALS INC Common Stock139,035 
ZIFF DAVIS INC COM USD0.001Common Stock277,261 
ZOOMINFO TECHNOLOGIES INC COM USD0.01 CLASS A Common Stock2,238,975 
ZYMEWORKS INC ZYMEWORKS INC Common Stock42,811 
ZYNGA INCCommon Stock263,034 
749,050,063 
Mutual Funds:
 Dodge & Cox International Stock Fund  International Fund 103,373,702 
 PIMCO SER International Institutional International Institutional Fund 7,775,689 
 PIMCO SER Investment Grade Portfolio Bond fund 56,479,198 
19

 PIMCO SER PVT Municipal Portfolio Municipal Value Fund 1,839,523 
 PIMCO SER Real Return Portfolio  Bond fund 838,981 
 PIMCO SER U S Government Sector Portfolio Government Mutual Fund 31,812,046 
 PIMCO PAPS Emerging Markets Portfolio Institutional  Emerging Markets Institutional Fund 6,261,932 
 PIMCO High Yield Portfolio Fund High Yield Fund 4,769,747 
 PIMCO PAPS Asset Backed Securities Asset-Backed Fund 15,680,569 
 PIMCO PAPS Mortgage Portfolio Institutional  Mortgage-Backed Institutional Fund 20,388,055 
 PIMCO Short Term Floating Nav II  Fixed Income Fund 6,498,941 
 Victory Sycamore Small Company Opportunity Fund  Small U.S. Equity Fund 111,469,784 
367,188,167 
Collective Trust Funds:
 BlackRock MSCI ACWI ex-U.S. IMI Index Fund  Large U.S. Equity Fund 249,074,262 
* BlackRock LifePath Index 2025 NL CIT Fund  Target Maturity Fund 122,153,011 
* BlackRock LifePath Index 2030 NL CIT Fund  Target Maturity Fund 126,311,387 
* BlackRock LifePath Index 2035 NL CIT Fund  Target Maturity Fund 118,555,448 
* BlackRock LifePath Index 2040 NL CIT Fund  Target Maturity Fund 108,156,369 
* BlackRock LifePath Index 2045 NL CIT Fund  Target Maturity Fund 109,950,028 
* BlackRock LifePath Index 2050 NL CIT Fund  Target Maturity Fund 76,403,947 
* BlackRock LifePath Index 2055 NL CIT Fund  Target Maturity Fund 57,084,093 
* BlackRock LifePath Index 2060 NL CIT Fund  Target Maturity Fund 27,782,190 
* BlackRock LifePath Index 2065 NL CIT Fund  Target Maturity Fund 3,469,765 
* BlackRock LifePath Index Retirement NL CIT Fund  Target Maturity Fund 89,573,997 
 BlackRock Equity Index Fund  Large U.S. Equity Index Fund 742,016,979 
 BlackRock Extended Equity Market Fund  Mid-Cap Growth Fund 288,169,349 
 BlackRock U.S. Debt Index Fund  Domestic Fixed Income/Intermediate Core Bond 101,854,673 
Boston Partners Large Cap Value Equity Fund Large U.S. Equity Fund 211,637,675 
 Harding Loevner International Equity Collective Fund  International Fund 53,840,940 
 * KeyBank EB MaGIC Fund  Stable Value Fund 196,655,685 
 PIMCO Diversified Real Asset CIT  Large U.S. Equity Fund 29,750,256 
2,712,440,054 
Money Market Funds:
Federated Government Obligations FundMoney Market Fund114,762,584 
Collective U.S. Government STIFMoney Market Fund4,910,125 
119,672,709 
Total assets held for investment purposes3,948,350,993 
*Loans to participants (interest rates from 4.25%-10.50% with various maturities)49,082,910 
 Total assets held for investment purposes$3,997,433,903 
*Party-in-interest to the Plan.
20