KeyCorp Reports Second Quarter 2008 Results

* Reuters is not responsible for the content in this press release.

Tue Jul 22, 2008 6:49am EDT

- Net loss of $2.70 per common share for the second quarter

CLEVELAND, July 22 /PRNewswire-FirstCall/ -- KeyCorp (NYSE: KEY) today
announced a second quarter loss from continuing operations of $1.126 billion,
or $2.70 per common share.  This compares to income from continuing operations
of $337 million, or $0.85 per diluted common share, for the second quarter of
2007, and $218 million, or $0.54 per diluted common share, for the first
quarter of 2008.
    Key's results for the second quarter include after-tax charges of $1.011
billion, or $2.43 per common share, resulting from a previously announced
adverse federal tax court ruling on a service contract lease transaction -- a
ruling that the company intends to appeal based on its position that the tax
treatment it applied to its leveraged lease transactions complied with all
applicable tax laws and regulations in effect at the time and was consistent
with industry practice.  Results also reflect an increase in loan loss
reserves to 1.87% of loans to address current economic conditions.
    "The federal tax court ruling notwithstanding, Key's performance this
quarter reflects an ongoing effort to fortify the company against a difficult
economic environment for lenders," said Chief Executive Officer Henry L. Meyer
III.  "For our part, Key has been aggressive about reducing exposure in the
residential properties segment of the construction loan portfolio through the
planned sale of certain loans.  Additionally, we have taken action to bolster
Key's loan loss reserve.
    "All the while," he continued, "our earning capacity has remained strong
as evidenced by the performance of a number of our fee-based businesses,
including trust and investment services and investment banking.  These
outcomes, along with a capital base that is essentially unchanged thanks to
the capital raise we initiated last month, affirm our relationship banking
approach and should put us in a good position in the periods ahead."
    During the first quarter of 2008, Key increased its tax reserves for
certain lease in, lease out transactions and recalculated its lease income in
accordance with prescribed accounting standards, resulting in after-tax
charges of $38 million, or $0.10 per common share. Excluding the lease
financing charges recorded in the first and second quarters, Key had a loss
from continuing operations of $115 million, or $0.28 per common share, for the
second quarter of 2008, compared to income from continuing operations of $337
million, or $0.85 per diluted common share, for the second quarter of 2007,
and $256 million, or $0.64 per diluted common share, for the first quarter of
2008.
    For the first six months of 2008, Key reported a loss from continuing
operations of $908 million, or $2.23 per common share.  Adjusting for the
lease financing charges, Key had income from continuing operations of $141
million, or $0.34 per diluted common share, compared to $695 million, or $1.74
per diluted common share, for the first half of 2007.
    Key reported a net loss of $1.126 billion, or $2.70 per common share, for
the second quarter of 2008, compared to net income of $334 million, or $0.84
per diluted common share, for the second quarter of 2007, and $218 million, or
$0.54 per diluted common share, for the first quarter of 2008.  For the first
half of 2008, Key reported a net loss of $908 million, or $2.23 per common
share, compared to net income of $684 million, or $1.71 per diluted common
share, for the same period last year.
    In addition to the lease financing charges, Key's results for the second
quarter of 2008 were adversely affected by a higher provision for loan losses
recorded in connection with the company's previously reported efforts to
aggressively reduce its exposure to the residential properties segment of its
commercial real estate construction loan portfolio.  Key's provision for loan
losses for the second quarter of 2008 was $647 million, compared to $53
million for the same period one year ago and $187 million for the first
quarter of 2008.  The current quarter's provision exceeded net loan
charge-offs by $123 million and increased Key's reserve for loan losses to
$1.421 billion, or 1.87% of period-loans.

    The following table shows Key's continuing and discontinued operating
results for comparative quarters and for the six-month periods ended June 30,
2008 and 2007.


                                     Three months ended      Six months ended
    in millions, except per
     share amounts                6-30-08  3-31-08  6-30-07  6-30-08  6-30-07

     Summary of operations
     (Loss) income from
      continuing operations       $(1,126)    $218     $337    $(908)    $695
     Loss from discontinued
      operations, net of
      taxes (a)                      ---       ---       (3)     ---     (11)
     Net (loss) income            $(1,126)    $218     $334    $(908)   $684

    Per common share - assuming
     dilution
     (Loss) income from
      continuing operations        $(2.70)    $.54     $.85   $(2.23)  $1.74
     Loss from discontinued
      operations (a)                 ---       ---     (.01)     ---    (.03)
     Net (loss) income             $(2.70)    $.54     $.84   $(2.23)  $1.71

    (a) Key sold the subprime mortgage loan portfolio held by the Champion
        Mortgage finance business in November 2006, and completed the sale of
        Champion's origination platform in February 2007.  As a result of
        these actions, Key has accounted for this business as a discontinued
        operation.



    "We took aggressive steps in the second quarter to fortify our
already-strong capital position in light of the adverse court ruling on the
tax treatment of a service contract lease transaction," said Meyer.  "The
successful $1.65 billion capital raise, plus a reduction of our dividend
effective in the third quarter, will position the company to respond to future
business opportunities and are prudent steps in light of the challenging
industry environment.
    "In a process that is well underway, we have also moved to reduce our
exposure in the residential homebuilder portfolio through the planned sale of
certain assets.  We have been pleased with the level of bidding interest.
Although our actions in this regard resulted in additional net charge-offs and
provisioning for the quarter, the sale of these loans, once closed, will
reduce the level of Key's total nonperforming assets.  With the number of
assets and bidders involved in the process, it will take additional time to
consummate the transactions, but we anticipate that the majority of the loan
sales will close in the third quarter.
    "During the second quarter, we experienced positive trends in several
fee-based businesses, notably trust and investment services, and our
investment banking, syndications and capital markets businesses.  Expenses
continued to be well controlled, we benefited from the actions taken in the
first quarter to significantly reduce the company's exposure to future market
volatility and we continue to gain traction in our Community Banking model.
While we work through this difficult credit cycle, we continue to focus on our
relationship business model," Meyer concluded.

    As shown in the following table, the comparability of Key's earnings for
the current, prior and year-ago quarters is affected by several significant
items.


                            Second Quarter 2008         First Quarter 2008
    in millions,
     except per           Pre-tax After-tax  Impact  Pre-tax After-tax  Impact
     share amounts         Amount    Amount  on EPS   Amount    Amount  on EPS

    Charges related
     to leveraged lease
     tax litigation         $(359)  $(1,011) $(2.43)     $(3)    $ (38) $(.10)
    Gain from redemption
     of Visa Inc. shares      ---       ---     ---      165       103     .26
    Realized and
     unrealized gains
     (losses) on loan
     and securities
     portfolios held
     for sale or trading       62        39     .09    (128)      (80)   (.20)
    Litigation reserve        ---       ---     ---      ---       ---     ---
    Gains related to
     MasterCard
     Incorporated shares      ---       ---     ---      ---       ---     ---

    EPS = Earnings per diluted common share


                                                    Second Quarter 2007

    in millions, except per share amounts      Pre-tax    After-tax     Impact
                                                Amount       Amount     on EPS

    Charges related to leveraged lease
     tax litigation                              ---           ---        ---
    Gain from redemption of Visa Inc. shares     ---           ---        ---
    Realized and unrealized gains(losses) on
     loan and securities portfolios held for
     sale or trading                              $51          $32       $.08
    Litigation reserve                            (42)         (26)      (.07)
    Gains related to MasterCard
     Incorporated shares                           40           25        .06

    EPS = Earnings per diluted common share



    SUMMARY OF CONTINUING OPERATIONS
    Key's taxable-equivalent net interest income for the second quarter of
2008 was reduced significantly as a result of an adverse federal court ruling
on the company's tax treatment of a service contract lease transaction entered
into by AWG Leasing Trust, in which Key is a partner.  The court's decision
applies only to the single AWG Leasing transaction and Key has determined to
appeal the trial court decision.  Notwithstanding the appeal, management
believes that the applicable accounting guidance requires Key to recalculate
lease income recognized on its entire portfolio of contested leveraged leases,
not just the single leveraged lease subject to the court's decision.  Under
FASB Staff Position No. 13-2, "Accounting for a Change or Projected Change in
the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged
Lease Transaction," Key has recalculated the lease income recognized from
inception for all of the contested leases.  Key's second quarter results also
reflect a $475 million charge to income taxes for the interest cost associated
with the contested tax liabilities.  Key estimates that the interest accrual
associated with the contested liabilities will approximate $32 million to $34
million (after tax) per quarter for the third and fourth quarters of 2008.
The level of future interest accruals will depend on the applicable interest
rate at the time.  This amount will be included in income tax expense in
future quarters.  These actions reduced Key's taxable-equivalent net interest
income and net interest margin for the second quarter of 2008 by $838 million
and 376 basis points, respectively, and reduced Key's earnings by $1.011
billion, or $2.43 per common share.
    The impacts of the leveraged lease accounting charges on the components of
Key's interest income and related yields for the second quarter of 2008 are
shown in the following table.
                                          Second Quarter 2008
                                    As Reported           Adjusted Basis

                              Average          Yield/  Average          Yield/
    dollars in millions       Balance Interest  Rate   Balance Interest  Rate

    Total commercial loans    $54,932  $(83)   (.58)%  $54,932   $755    5.52%

    Total earning assets       89,742   422    1.89     89,742  1,260    5.63
    Total interest-bearing
     liabilities               77,172   522    2.75     77,172    522    2.75
    Interest rate spread (TE)                  (.86)%                    2.88%
    Net interest income (TE)
     and net interest
     margin (TE)                       (100)   (.44)%             738    3.32%
    TE adjustment                      (458)                       21
    Net interest income                $358                      $717

    TE = Taxable Equivalent



    Excluding the charges associated with the leveraged lease tax litigation,
Key's taxable-equivalent net interest income was $738 million for the second
quarter of 2008, compared to $706 million for the year-ago quarter.  Average
earning assets rose by $8.2 billion, or 10%, due primarily to growth in
commercial lending and the January 1 acquisition of U.S.B. Holding Co., Inc.,
which added approximately $1.5 billion to Key's loan portfolio.  The adjusted
net interest margin for the current quarter declined to 3.32% from 3.46% for
the second quarter of 2007.  The reduction was attributable largely to tighter
loan and deposit spreads caused by competitive pricing, and a higher level of
nonperforming assets.
    Compared to the first quarter of 2008, Key's taxable-equivalent net
interest income and net interest margin were essentially unchanged, after
excluding the effects of charges recorded in connection with leveraged lease
transactions in both periods.  During the first quarter of 2008, Key increased
its tax reserves for certain lease in, lease out transactions and recalculated
its income under FASB Staff Position No. 13-2.  These actions reduced Key's
taxable-equivalent net interest income and net interest margin for the first
quarter of 2008 by $34 million and 15 basis points, respectively, and reduced
Key's earnings by $38 million, or $0.10 per diluted common share.  On an
adjusted basis, Key had taxable-equivalent net interest income of $738 million
and a net interest margin of 3.29% for the first quarter of 2008.
    Key's noninterest income was $555 million for the second quarter of 2008,
compared to $649 million for the year-ago quarter.  The decrease was
attributable largely to net losses of $14 million from principal investing in
the second quarter of 2008, compared to net gains of $90 million for the same
period last year.  Additionally, results for the second quarter of 2007
benefited from a $40 million gain related to the sale of MasterCard
Incorporated shares.  These factors were offset in part by higher income from
several fee-based businesses.  Income from investment banking and capital
markets activities rose by $28 million, trust and investment services income
was up $23 million, and income from deposit service charges grew by $9
million.
    The major components of Key's fee-based income for the past five quarters
are shown in the following table.

    in millions                            2Q08   1Q08   4Q07   3Q07   2Q07

    Trust and investment services income   $138   $129   $131   $119   $115
    Service charges on deposit accounts      93     88     90     88     84
    Investment banking and capital
     markets income                          80      8     12      9     52
    Operating lease income                   68     69     72     70     66
    Letter of credit and loan fees           51     37     58     51     45
    Corporate-owned life insurance income    28     28     37     27     32
    Electronic banking fees                  27     24     25     25     25



    Compared to the first quarter of 2008, noninterest income increased by $27
million.  Excluding the $165 million gain from the partial redemption of Visa
Inc. shares recorded in the first quarter, noninterest income was up $192
million, reflecting improvements in both capital markets-driven businesses and
other fee-based businesses.  The improvement in Key's capital markets-driven
businesses was attributable to improved execution, market conditions and the
previously announced actions taken by management during the first quarter of
2008 to mitigate the effects of future market volatility on Key's
held-for-sale and trading portfolios.
    During the second quarter of 2008, Key recorded $33 million in net gains
from loan sales and mark-to-market adjustments, compared to $101 million in
net losses from loan sales and write-downs (primarily commercial real estate
loans held for sale) for the first quarter.  Additionally, income from
investment banking and capital markets activities increased by $72 million,
due primarily to a $49 million contribution from dealer trading and
derivatives, and a $14 million increase in investment banking income.  Net
losses from principal investing totaled $14 million for the second quarter of
2008, compared to net gains of $9 million for the prior quarter.
    Trust and investment services income grew by $9 million from the first
quarter of 2008, driven by growth in income from brokerage commissions and
fees.  The company also experienced increases of $14 million in syndication
and other loan-related fees, and $5 million in income from deposit service
charges.
    Key's noninterest expense was $781 million for the second quarter of 2008,
compared to $815 million for the same period last year.  Personnel expense
decreased by $7 million, due primarily to a reduction in costs associated with
employee benefits.  Nonpersonnel expense decreased by $27 million from the
year-ago quarter, due to a $42 million litigation charge recorded during the
second quarter of 2007, offset in part by a $7 million increase in
professional fees.
    Compared to the first quarter of 2008, noninterest expense rose by $49
million.  Personnel expense decreased by $5 million, while nonpersonnel
expense was up $54 million, due primarily to a $2 million credit for losses on
lending-related commitments in the current quarter, compared to a $27 million
credit in the prior quarter.  Also contributing to the growth were increases
in professional fees and marketing expense of $10 million and $7 million,
respectively.
    ASSET QUALITY
    Key's provision for loan losses from continuing operations was $647
million for the second quarter of 2008, compared to $53 million for the
year-ago quarter and $187 million for the first quarter of 2008.  The increase
in the provision was due primarily to a higher level of net loan charge-offs
recorded in the commercial real estate portfolio.  As previously reported, Key
had undertaken a process to aggressively reduce its exposure in the
residential properties segment of its construction loan portfolio through the
planned sale of certain loans.  In conjunction with these efforts, Key
transferred $384 million of commercial real estate loans ($719 million, net of
$335 million in net charge-offs) from the held-to-maturity loan portfolio to
held-for-sale status in June.  In excess of 100 bids were received in this
process.  As of June 30, 2008, sales had already closed on $44 million of
these loans.  With respect to the balance, Key is working with numerous
bidders to finalize sales terms and documentation, and management anticipates
that sales of the majority of the remaining $340 million of loans, which are
on nonperforming status, will close during the third quarter.  Key's provision
for loan losses for the second quarter of 2008 exceeded its net loan
charge-offs by $123 million, as the company continued to build reserves.
    Selected asset quality statistics for Key for each of the past five
quarters are presented in the following table.

    dollars in millions              2Q08     1Q08     4Q07     3Q07      2Q07

     Net loan charge-offs            $524     $121     $119      $59      $53
     Net loan charge-offs to
      average loans from
      continuing operations          2.75%     .67%     .67%     .35%     .32%
     Nonperforming loans at
      period end                     $814   $1,054     $687     $498     $276
     Nonperforming loans to
      period-end portfolio
      loans                          1.07%    1.38%     .97%     .72%     .41%
     Nonperforming assets at
      period end                   $1,210   $1,115     $764     $570     $378
     Nonperforming assets to
      period-end portfolio
      loans plus OREO and other
      nonperforming assets           1.59%    1.46%    1.08%     .83%     .57%
     Allowance for loan losses     $1,421   $1,298   $1,200     $955     $945
     Allowance for loan losses
      to period-end loans            1.87%    1.70%    1.69%    1.38%    1.42%
     Allowance for loan
      losses to nonperforming
      loans                        174.57   123.15   174.67   191.77   342.39



    Net loan charge-offs for the quarter totaled $524 million, or 2.75% of
average loans from continuing operations, compared to $53 million, or 0.32%,
for the same period last year and $121 million, or 0.67%, for the previous
quarter.  Net loan charge-offs from the commercial real estate and educational
loan portfolios totaled $354 million and $54 million, respectively, in the
current quarter.  The net charge-offs in the commercial real estate portfolio
reflect the actions previously mentioned, while the educational loan
charge-offs derived from approximately $780 million of noncore loans,
predominately loans associated with non-Title IV schools, which the company
stopped underwriting in mid-2006.
    Key's net loan charge-offs by loan type for each of the past five quarters
are shown in the table below.

       dollars in millions              2Q08    1Q08    4Q07    3Q07    2Q07

       Commercial, financial and
        agricultural                    $61     $36     $35     $22     $24
       Real estate -- commercial
        mortgage                         15       4       1       2       4
       Real estate -- construction      339      25      44       6       2
       Commercial lease financing        14       9       6       8       5
       Total consumer loans              95      47      33      21      18
          Total net loan charge-offs   $524    $121    $119     $59     $53

       Net loan charge-offs to average
        loans from continuing
        operations                     2.75%    .67%    .67%    .35%    .32%



    The company expects net loan charge-offs to be below the second quarter
level during the remainder of 2008; however, net loan charge-offs are expected
to remain at elevated levels.  Additionally, the company expects net loan
charge-offs to be in the range of 1.20% to 1.60% of average loans for the
third and fourth quarters of 2008.
    At June 30, 2008, Key's nonperforming loans totaled $814 million and
represented 1.07% of period-end portfolio loans, compared to 1.38% at March
31, 2008, and 0.41% at June 30, 2007.  At the same time, nonperforming assets
totaled $1.210 billion and represented 1.59% of portfolio loans, other real
estate owned and other nonperforming assets, compared to 1.46% at March 31,
2008, and 0.57% at June 30, 2007.  The decrease in nonperforming loans and the
increase in nonperforming assets during the second quarter were largely
attributable to the transfer of commercial real estate construction loans
(principally those in Florida and southern California) to held-for-sale
status.  Also contributing to the rise in nonperforming assets was an increase
in the level of commercial loans (principally to businesses tied to
residential construction properties) on nonaccrual status.
    The following table illustrates the trend in Key's nonperforming assets by
loan type over the past five quarters.

    dollars in millions               2Q08      1Q08    4Q07    3Q07    2Q07

    Commercial, financial and
     agricultural                    $259      $147     $84     $94     $83
    Real estate -- commercial
     mortgage                         107       113      41      41      41
    Real estate -- construction       256       610     415     228      23
    Commercial lease financing         57        38      28      30      34
    Total consumer loans              135       146     119     105      95
       Total nonperforming loans      814     1,054     687     498     276
    Nonperforming loans held for
     sale                             342         9      25       6       4
    OREO and other nonperforming
     assets                            54        52      52      66      98
       Total nonperforming
        assets                     $1,210    $1,115    $764    $570    $378

    Nonperforming loans to
     period-end portfolio loans      1.07%     1.38%    .97%    .72%    .41%
    Nonperforming assets to
     period-end portfolio loans,
     plus OREO and other
     nonperforming assets            1.59      1.46    1.08     .83     .57



    Key's allowance for loan losses was $1.421 billion, or 1.87% of loans
outstanding, at June 30, 2008, compared to $1.298 billion, or 1.70%, at March
31, 2008, and $945 million, or 1.42%, at June 30, 2007.
    CAPITAL
    Key's capital ratios, as presented in the following table, continued to
exceed all "well-capitalized" regulatory benchmarks at June 30, 2008.

    Capital Ratios
                                            6-30-08     3-31-08     6-30-07

    Tier 1 risk-based capital (a)             8.49%       8.33%       8.14%
    Total risk-based capital (a)             12.35       12.34       12.15
    Tangible equity to tangible assets        6.98        6.85        6.97

    (a) 6-30-08 ratio is estimated.



    As previously announced, during the second quarter of 2008, Key took
several actions to preserve its capital strength in light of the charges
recorded in response to the federal court ruling on the tax treatment of a
service contract lease transaction.  Key issued $650 million, or 6.5 million
shares, of noncumulative perpetual convertible preferred stock with a
liquidation value of $100 per share, and $1.0 billion, or 85.1 million
additional common shares.  Further Key's Board of Directors announced its
intention to reduce the dividend on Key's common shares by 50% to an
annualized dividend of $0.75 per share commencing with the dividend declared
on July 18, 2008.
    As part of the over allotment granted by Key to the underwriters on June
12, 2008, Key issued 7 million additional common shares and 75,000 additional
shares of noncumulative perpetual convertible preferred stock on July 11,
2008.  The proceeds received as a result of these issuances totaled
approximately $90 million, and represented approximately 9 basis points of
additional Tier 1 and total capital.
    During the second quarter, Key reissued .5 million of its common shares
under employee benefit plans.  There was no repurchase activity by Key during
the second quarter, and the company currently does not anticipate any share
repurchase activity during the remainder of 2008.
    Share issuances and repurchases that caused the change in Key's
outstanding common shares over the past five quarters are summarized in the
following table.

    Summary of Changes in Common Shares Outstanding

    in thousands                     2Q08     1Q08     4Q07     3Q07     2Q07

     Shares outstanding at
      beginning of period         400,071  388,793  388,708  389,362  394,483
     Common shares issued          85,106     ---      ---      ---      ---
     Shares reissued to acquire
      U.S.B. Holding Co., Inc.       ---     9,895     ---      ---      ---
     Shares reissued under
      employee benefit plans          485    1,383       85    1,346      879
     Common shares repurchased       ---      ---      ---    (2,000)  (6,000)
     Shares outstanding at end
      of period                   485,662  400,071  388,793  388,708  389,362



    LINE OF BUSINESS RESULTS
    The following table shows the contribution made by each major business
group to Key's taxable-equivalent revenue and (loss) income from continuing
operations for the periods presented.  The specific lines of business that
comprise each of the major business groups are described under the heading
"Line of Business Descriptions."  For more detailed financial information
pertaining to each business group and its respective lines of business, see
the tables at the end of this release.  Key's line of business results for all
periods presented reflect a new organizational structure that took effect
January 1, 2008.


    Major Business Groups
                                                               Percent change
                                                                   2Q08 vs.
    dollars in millions                   2Q08    1Q08    2Q07   1Q08    2Q07

    Revenue from continuing
     operations  (TE)
    Community Banking                    $659    $630    $631    4.6%    4.4%
    National Banking (a)                 (126)    439     612    N/M     N/M
    Other Segments                        (31)     26     101    N/M     N/M
         Total Segments                   502   1,095   1,344  (54.2)  (62.6)
    Reconciling Items (c)                 (47)    137      11    N/M     N/M
         Total                           $455  $1,232  $1,355  (63.1)% (66.4)%

    (Loss) income from continuing
     operations
    Community Banking                    $104    $115    $102   (9.6)%   2.0%
    National Banking (a)                 (670)    (24)    157    N/M     N/M
    Other Segments (b)                    (13)     21      55    N/M     N/M
         Total Segments                  (579)    112     314    N/M     N/M
    Reconciling Items (c)                (547)    106      23    N/M     N/M
         Total                        $(1,126)   $218    $337    N/M     N/M


    (a) During the second quarter of 2008, National Banking's
        taxable-equivalent net interest income and net income were
        reduced by $838 million and $536 million, respectively, as a result of
        an adverse federal court ruling on the tax treatment of a service
        contract lease transaction.  During the prior quarter, National
        Banking increased its tax reserves for certain lease in, lease out
        transactions and recalculated its lease income in accordance with
        prescribed accounting standards.  These actions reduced National
        Banking's taxable-equivalent revenue by $34 million and its net income
        by $21 million in the first quarter.

    (b) Other Segments' results for the second quarter of 2007 include a $26
        million ($16 million after tax) charge for litigation.  This charge
        and the litigation charge referred to in note (c) below comprise the
        $42 million charge recorded in connection with the Honsador
        litigation.

    (c) Reconciling Items for the second quarter of 2008 include a $475
        million charge to income taxes for the interest cost associated with
        the leveraged lease tax litigation.  Reconciling Items for the prior
        quarter include a $165 million ($103 million after tax) gain from the
        partial redemption of Key's equity interest in Visa Inc. and a $17
        million charge to income taxes for the interest cost associated with
        the increase to Key's tax reserves for certain lease in, lease out
        transactions.  Reconciling Items for the second quarter of 2007
        include a $40 million ($25 million after tax) gain related to
        MasterCard Incorporated shares, and a $16 million ($10 million after
        tax) charge for litigation.

    TE = Taxable Equivalent, N/M = Not Meaningful



    Community Banking
                                                              Percent change
                                                                 2Q08 vs.
    dollars in millions           2Q08     1Q08       2Q07     1Q08    2Q07

    Summary of operations
      Net interest income (TE)    $437     $423       $417      3.3%    4.8%
      Noninterest income           222      207        214      7.2     3.7
      Total revenue (TE)           659      630        631      4.6     4.4
      Provision for loan
       losses                       44       18         21    144.4   109.5
      Noninterest expense          449      428        446      4.9      .7
      Income before income
       taxes (TE)                  166      184        164     (9.8)    1.2
      Allocated income taxes
       and TE adjustments           62       69         62    (10.1)    ---
      Net income                  $104     $115       $102     (9.6)%   2.0%

      Percent of consolidated
       income from continuing
       operations                  N/M       53%        30%     N/A     N/A

    Average balances
       Loans and leases        $28,478  $28,128    $26,574      1.2%    7.2%
       Total assets             31,385   31,068     29,346      1.0     6.9
       Deposits                 49,948   49,767     46,126       .4     8.3

    Assets under management
     at period end             $19,366  $20,049    $21,061     (3.4)%  (8.0)%

    TE = Taxable Equivalent, N/M = Not Meaningful, N/A = Not Applicable


    Additional Community
     Banking Data                                               Percent change
                                                                   2Q08 vs.
    dollars in millions            2Q08       1Q08      2Q07     1Q08    2Q07

    Average deposits
     outstanding
    NOW and money market
     deposit accounts          $19,656     $19,865     $18,970   (1.1)%   3.6%
    Savings deposits             1,804       1,754       1,619    2.9    11.4
    Certificates of deposit
     ($100,000 or more)          6,661       6,435       4,709    3.5    41.5
    Other time deposits         12,735      12,778      12,038    (.3)    5.8
    Deposits in foreign
     office                      1,306       1,256       1,046    4.0    24.9
    Noninterest-bearing
     deposits                    7,786       7,679       7,744    1.4      .5
        Total deposits         $49,948     $49,767     $46,126     .4%    8.3%

    Home equity loans
    Average balance             $9,766      $9,693      $9,660
    Weighted-average
     loan-to-value ratio            70%         70%         70%
    Percent first lien
     positions                      55          56          58
    Other data
    On-line households/
     household
     penetration            759,003/45% 749,512/45% 723,955/44%
    Branches                       985         985         954
    Automated teller
     machines                    1,479       1,479       1,450



    Community Banking Summary of Operations
    Community Banking recorded net income of $104 million for the second
quarter of 2008, compared to $102 million for the year-ago quarter.  Increases
in both net interest income and noninterest income accounted for the
improvement, but were substantially offset by a higher provision for loan
losses.
    Taxable-equivalent net interest income rose by $20 million, or 5%, from
the second quarter of 2007.  The increase was attributable to a $1.9 billion,
or 7%, rise in average earning assets, due largely to growth in the commercial
loan portfolio, and a $3.8 billion, or 8%, increase in average deposits.  Both
loans and deposits experienced organic growth and benefited from the January 1
acquisition of U.S.B. Holding Co., Inc. described below.  The positive effect
of this growth was offset in part by the impact of tighter loan and deposit
spreads.
    Noninterest income increased by $8 million, or 4%, from the same period
one year ago, reflecting strong growth in bank channel investment product
sales income and deposit service charge income.
    The provision for loan losses rose by $23 million, or 110%, compared to
the second quarter of 2007, reflecting a $12 million increase in net loan
charge-offs and the remainder a provision for general weakness in the economy.
    On January 1, 2008, Key acquired U.S.B. Holding Co., Inc., the holding
company for Union State Bank, a 31-branch state-chartered commercial bank
headquartered in Orangeburg, New York.  The acquisition doubles Key's branch
penetration in the attractive Lower Hudson Valley area.  Assets and deposits
acquired in this transaction were assigned to both the Community Banking and
National Banking groups.

    National Banking
                                                              Percent change
                                                                 2Q08 vs.
    dollars in millions          2Q08        1Q08     2Q07     1Q08     2Q07

    Summary of operations
      Net interest income (TE)  $(472)(a)    $339     $339      N/M      N/M
      Noninterest income          346         100      273    246.0%    26.7%
      Total revenue (TE)         (126)        439      612      N/M      N/M
      Provision for loan
       losses                     609         169       32    260.4      N/M
      Noninterest expense         337         308      330      9.4      2.1
      (Loss) income from
       continuing operations
       before income taxes
       (TE)                    (1,072)        (38)     250      N/M      N/M
      Allocated income taxes
       and TE adjustments        (402)        (14)      93      N/M      N/M
      (Loss) income from
       continuing operations     (670)        (24)     157      N/M      N/M
      Loss from discontinued
       operations, net of
       taxes                      ---         ---       (3)     ---    100.0%
      Net (loss) income         $(670)       $(24)    $154      N/M      N/M

      Percent of consolidated
       income from continuing
       operations                 N/M         N/M       47%     N/A      N/A

    Average balances from
     continuing operations
       Loans and leases       $47,876     $44,149  $39,325      8.4%    21.7%
       Loans held for sale      1,282       4,932    4,377    (74.0)   (70.7)
       Total assets            56,242      56,219   49,585      ---     13.4
       Deposits                12,289      11,888   12,082      3.4      1.7

    Assets under management
     at period end            $61,632     $60,404  $64,531      2.0%   (4.5)%


    (a) During the second quarter of 2008, National Banking's
        taxable-equivalent net interest income and net income were reduced
        by $838 million and $536 million, respectively, as a result of an
        adverse federal court ruling on the tax treatment of a service
        contract lease transaction.  During the prior quarter, National
        Banking increased its tax reserves for certain lease in, lease out
        transactions and recalculated its lease income in accordance with
        prescribed accounting standards.  These actions reduced National
        Banking's taxable-equivalent revenue by $34 million and its net income
        by $21 million in the first quarter.

    TE = Taxable Equivalent, N/M = Not Meaningful, N/A = Not Applicable



    National Banking Summary of Continuing Operations
    National Banking recorded a loss of $670 million from continuing
operations for the second quarter of 2008, compared to income of $157 million
from continuing operations for the same period last year.  During the second
quarter of 2008, National Banking's net interest income was adversely affected
by a federal court ruling on the tax treatment of a segment of Key's leveraged
lease financing portfolio as further described below.  Also contributing to
the less favorable results compared to the year-ago quarter were a
substantially higher provision for loan losses and an increase in noninterest
expense, offset in part by significant growth in noninterest income.
    National Banking's taxable-equivalent net interest income for the second
quarter of 2008 was reduced significantly as a result of an adverse federal
court ruling on the company's tax treatment of a service contract lease
transaction entered into by AWG Leasing Trust, in which Key is a partner.  As
a result of this ruling, under FASB Staff Position No. 13-2, "Accounting for a
Change or Projected Change in the Timing of Cash Flows Relating to Income
Taxes Generated by a Leveraged Lease Transaction," National Banking
recalculated its lease income from inception for this particular transaction,
as well as any other lease financing transactions being contested by the
Internal Revenue Service.  Excluding the additional charges associated with
these actions, taxable-equivalent net interest income grew by $27 million, or
8%, from the second quarter of 2007 as a result of increases in average
earning assets and deposits, offset in part by tighter loan and deposit
spreads and a higher level of nonperforming assets.  Average loans and leases
grew by $8.6 billion, or 22%, while average deposits rose by $207 million, or
2%, from the year-ago quarter.
    Noninterest income increased by $73 million, or 27%, reflecting higher
income from several fee-based businesses.  Income from investment banking and
capital markets activities rose by $35 million, while trust and investment
services income was up $23 million.  Increases in income from tuition payment
plan processing, as well as syndication and other loan-related fees also
contributed to the improvement.
    The provision for loan losses rose by $577 million, due primarily to a
higher level of net loan charge-offs recorded in the commercial real estate
portfolio.  National Banking's provision for loan losses for the second
quarter of 2008 exceeded its net loan charge-offs by $123 million, as the
company continued to build reserves.
    Other Segments
    Other segments consist of Corporate Treasury and Key's Principal Investing
unit.  These segments generated a net loss of $13 million for the second
quarter of 2008, compared to net income of $55 million for the same period
last year.  These results reflect net losses of $14 million from principal
investing in the second quarter of 2008, compared to net gains of $90 million
for the year-ago quarter.
    Line of Business Descriptions
    Community Banking
    Regional Banking provides individuals with branch-based deposit and
investment products, personal finance services and loans, including
residential mortgages, home equity and various types of installment loans.
This line of business also provides small businesses with deposit, investment
and credit products, and business advisory services.
    Regional Banking also offers financial, estate and retirement planning,
and asset management services to assist high-net-worth clients with their
banking, trust, portfolio management, insurance, charitable giving and related
needs.
    Commercial Banking provides midsize businesses with products and services
that include commercial lending, cash management, equipment leasing,
investment and employee benefit programs, succession planning, access to
capital markets, derivatives and foreign exchange.
    National Banking
    Real Estate Capital and Corporate Banking Services consists of two
business units.  Real Estate Capital is a national business that provides
construction and interim lending, permanent debt placements and servicing,
equity and investment banking, and other commercial banking products and
services to developers, brokers and owner-investors.  This unit deals
primarily with nonowner-occupied properties (i.e., generally properties in
which at least 50% of the debt service is provided by rental income from
nonaffiliated third parties).  Particular emphasis has been placed on
providing clients with finance solutions through access to the capital
markets.
    Corporate Banking Services provides cash management, interest rate
derivatives, and foreign exchange products and services to clients throughout
the Community Banking and National Banking groups.  Through its Public Sector
and Financial Institutions businesses, Corporate Banking Services provides a
full array of commercial banking products and services to government and
not-for-profit entities, and to community banks.
    Equipment Finance meets the equipment leasing needs of companies worldwide
and provides equipment manufacturers, distributors and resellers with
financing options for their clients.  Lease financing receivables and related
revenues are assigned to other lines of business (primarily Institutional and
Capital Markets, and Commercial Banking) if those businesses are principally
responsible for maintaining the relationship with the client.
    Institutional and Capital Markets through its KeyBanc Capital Markets
unit, provides commercial lending, treasury management, investment banking,
derivatives and foreign exchange, equity and debt underwriting and trading,
and syndicated finance products and services to large corporations and middle-
market companies.
    Through its Victory Capital Management unit, Institutional and Capital
Markets also manages or offers advice regarding investment portfolios for a
national client base, including corporations, labor unions, not-for-profit
organizations, governments and individuals.  These portfolios may be managed
in separate accounts, common funds or the Victory family of mutual funds.
    Consumer Finance offers loans to consumers on a direct basis and an
indirect basis through dealers.  It also provides federal and private
education loans to students and their parents, and processes tuition payments
for private schools.  Through its Commercial Floor Plan Lending unit, Consumer
Finance finances inventory for automobile, recreation and marine dealers.
Cleveland-based KeyCorp is one of the nation's largest bank-based
financial services companies, with assets of $102 billion.  Key companies
provide investment management, retail and commercial banking, consumer
finance, and investment banking products and services to individuals and
companies throughout the United States and, for certain businesses,
internationally.  The company's businesses deliver their products and services
through 985 branches and additional offices; a network of 1,479 ATMs;
telephone banking centers (1.800.KEY2YOU); and a Web site,
https://www.key.com/ (R), that provides account access and financial products
24 hours a day.
    This news release contains forward-looking statements, including
statements about our financial condition, results of operations, earnings
outlook, asset quality trends and profitability.  Forward-looking statements
express management's current expectations or forecasts of future events and,
by their nature, are subject to assumptions, risks and uncertainties.
Although management believes that the expectations and forecasts reflected in
these forward-looking statements are reasonable, actual results could differ
materially due to a variety of factors including: (1) changes in interest
rates; (2) changes in trade, monetary or fiscal policy; (3) continued
disruption in the fixed income markets; (4) adverse capital markets
conditions; (5) changes in general economic conditions, or in the condition of
the local economies or industries in which we have significant operations or
assets, which could, among other things, materially impact credit quality
trends and our ability to generate loans; (6) increased competitive pressure
among financial services companies; (7) the inability to successfully execute
strategic initiatives designed to grow revenues and/or manage expenses; (8)
consummation of significant business combinations or divestitures; (9)
operational or risk management failures due to technological or other factors;
(10) changes in accounting or tax practices or requirements; (11) new legal
obligations or liabilities or unfavorable resolution of litigation; (12)
heightened regulatory practices, requirements or expectations; and (13)
disruption in the economy and general business climate as a result of
terrorist activities or military actions.  Forward-looking statements are not
guarantees of future performance and should not be relied upon as representing
management's views as of any subsequent date.  We do not assume any obligation
to update these forward-looking statements.  For further information regarding
KeyCorp, please read KeyCorp's reports that are filed with the Securities and
Exchange Commission and are available at www.sec.gov.

ADD: /FIRST AND FINAL ADD - CLTU003 - KeyCorp Reports Second Quarter 2008
Results/                             Financial Highlights
                 (dollars in millions, except per share amounts)

                                                  Three months ended
                                            6-30-08     3-31-08     6-30-07
    Summary of operations
      Net interest income (TE)                $(100) (a)   $704 (a)    $706
      Noninterest income                        555         528         649
        Total revenue (TE)                      455       1,232       1,355
      Provision for loan losses                 647         187          53
      Noninterest expense                       781         732         815
      (Loss) income from continuing
       operations                            (1,126)        218         337
      Loss from discontinued operations,
       net of taxes (b)                          --          --          (3)
      Net (loss) income                      (1,126) (a)    218 (a)     334
      Net (loss) income applicable to
       common shares                         (1,126)        218         334

    Per common share
      (Loss) income from continuing
       operations                            $(2.70)       $.55        $.86
      (Loss) income from continuing
       operations - assuming dilution         (2.70)        .54         .85
      Loss from discontinued operations (b)      --          --        (.01)
      Loss from discontinued operations -
       assuming dilution (b)                     --          --        (.01)
      Net (loss) income                       (2.70)        .55         .85
      Net (loss) income - assuming dilution   (2.70) (a)    .54 (a)     .84
      Cash dividends paid                      .375        .375        .365
      Book value at period end                16.59       21.48       19.78
      Tangible book value at period end       13.00       17.07       16.41
      Market price at period end              10.98       21.95       34.33

    Performance ratios - from continuing
     operations
      Return on average total assets          (4.38)%       .85 %      1.45 %
      Return on average common equity        (53.35)      10.38       17.66
      Return on average total equity         (52.56)      10.38       17.66
      Net interest margin (TE)                 (.44)       3.14        3.46

    Performance ratios - from consolidated
     operations
      Return on average total assets          (4.38)% (a)   .85 % (a)  1.43 %
      Return on average common equity        (53.35)(a)   10.38(a)    17.50
      Return on average total equity         (52.56)(a)   10.38(a)    17.50
      Net interest margin (TE)                 (.44)(a)    3.14(a)     3.46

    Capital ratios at period end
      Equity to assets                         8.57 %      8.47 %      8.28 %
      Tangible equity to tangible assets       6.98        6.85        6.97
      Tier 1 risk-based capital (c)            8.49        8.33        8.14
      Total risk-based capital (c)            12.35       12.34       12.15
      Leverage (c)                             9.33        9.15        9.11

    Asset quality
      Net loan charge-offs                     $524        $121         $53
      Net loan charge-offs to average loans
       from continuing operations              2.75 %       .67 %       .32 %
      Allowance for loan losses              $1,421      $1,298        $945
      Allowance for loan losses to period-
       end loans                               1.87 %      1.70 %      1.42 %
      Allowance for loan losses to
       nonperforming loans                   174.57      123.15      342.39
      Nonperforming loans at period end        $814      $1,054        $276
      Nonperforming assets at period end      1,210       1,115         378
      Nonperforming loans to period-end
       portfolio loans                         1.07 %      1.38 %       .41 %
      Nonperforming assets to period-end
       portfolio loans plus
       OREO and other nonperforming assets     1.59        1.46         .57

    Trust and brokerage assets
      Assets under management               $80,998     $80,453     $85,592
      Nonmanaged and brokerage assets        29,905      30,532      33,485

    Other data
      Average full-time equivalent
       employees                             18,164      18,426      18,888
      Branches                                  985         985         954

    Taxable-equivalent adjustment             $(458)        $(9)        $20



                        Financial Highlights (continued)
                (dollars in millions, except per share amounts)

                                                   Six months ended
                                          6-30-08                   6-30-07
    Summary of operations
      Net interest income (TE)               $604 (a)                $1,406
      Noninterest income                    1,083                     1,303
        Total revenue (TE)                  1,687                     2,709
      Provision for loan losses               834                        97
      Noninterest expense                   1,513                     1,599
      (Loss) income from continuing
       operations                            (908)                      695
      Loss from discontinued operations,
       net of taxes (b)                        --                       (11)
      Net (loss) income                      (908)(a)                   684
      Net (loss) income applicable to
       common shares                         (908)                      684

    Per common share
      (Loss) income from continuing
       operations                          $(2.23)                    $1.76
      (Loss) income from continuing
       operations - assuming dilution       (2.23)                     1.74
      Loss from discontinued operations (b)    --                      (.03)
      Loss from discontinued operations -
       assuming dilution (b)                   --                      (.03)
      Net (loss) income                     (2.23)                     1.73
      Net (loss) income - assuming
       dilution                             (2.23)(a)                  1.71
      Cash dividends paid                     .75                       .73

    Performance ratios - from continuing
     operations
      Return on average total assets        (1.77)%                    1.51 %
      Return on average common equity      (21.57)                    18.35
      Return on average total equity       (21.40)                    18.35
      Net interest margin (TE)               1.35                      3.48

    Performance ratios - from consolidated
     operations
      Return on average total assets        (1.77)% (a)                1.49 %
      Return on average common equity      (21.57)(a)                 18.06
      Return on average total equity       (21.40)(a)                 18.06
      Net interest margin (TE)               1.35 (a)                  3.49

    Asset quality
      Net loan charge-offs                   $645                       $97
      Net loan charge-offs to average
       loans from continuing operations      1.74 %                     .30 %

    Other data
      Average full-time equivalent
       employees                           18,295                    19,342

    Taxable-equivalent adjustment           $(467)                      $41


    (a) The following table entitled "GAAP to Non-GAAP Reconciliations"
presents computations of certain earnings data and performance ratios,
excluding charges related to the tax treatment of certain leveraged lease
financing transactions disallowed by the Internal Revenue Service.  The table
reconciles the related GAAP measures to these non-GAAP measures and provides a
basis for period-to-period comparisons.
    (b) Key sold the subprime mortgage loan portfolio held by the Champion
Mortgage finance business in November 2006, and completed the sale of
Champion's origination platform in February 2007.  As a result of these
actions, Key has accounted for this business as a discontinued operation.
    (c) 6-30-08 ratio is estimated.

    TE = Taxable Equivalent



                           GAAP to Non-GAAP Reconciliations
                   (dollars in millions, except per share amounts)

    As a result of an adverse federal court ruling on Key's tax treatment of a
service contract lease transaction entered into by AWG Leasing Trust, in
which Key is a partner, Key recorded after-tax charges of $1.011 billion, or
$2.43 per common share, during the second quarter of 2008.  Additionally,
during the first quarter of 2008, Key increased its tax reserves for certain
lease in, lease out transactions and recalculated its lease income in
accordance with prescribed accounting standards, resulting in after-tax
charges of $38 million, or $0.10 per common share.  The table below presents
computations of certain earnings data and performance ratios, excluding these
charges (non-GAAP), reconciles the related GAAP measures to these non-GAAP
measures and provides a basis for period-to-period comparisons.  Non-GAAP
financial measures have inherent limitations, are not required to be uniformly
applied and are not audited.  Non-GAAP financial measures should not be
considered in isolation, or as a substitute for analyses of results as
reported under GAAP.
                                                                     Six
                                           Three months ended    months ended
                                           6-30-08     3-31-08     6-30-08
    Net income
      Net (loss) income (GAAP)         A    $(1,126)       $218       $(908)
      Charges related to leveraged lease
       tax litigation, after tax              1,011          38       1,049
      Net (loss) income, excluding
       charges related to leveraged
       lease tax litigation (non-GAAP) B      $(115)       $256        $141

      Weighted-average common shares
       and potential common shares
       outstanding (000)               C    416,629     399,769     407,875

    Per common share
      Net (loss) income - assuming
       dilution (GAAP)                 A/C   $(2.70)       $.54      $(2.23)
      Net (loss) income, excluding
       charges related to leveraged
       lease tax litigation -
       assuming dilution (non-GAAP)    B/C     (.28)        .64         .34

    Performance ratios

      Return on average total
       assets (a)

      Average total assets             D   $103,290    $103,356    $103,323

      Return on average total assets
       (GAAP)                          A/D    (4.38)%       .85 %     (1.77)%
      Return on average total assets,
       excluding charges related to
       leveraged lease tax
       litigation (non-GAAP)           B/D     (.45)       1.00         .27

      Return on average common
       equity (a)

      Average common equity            E     $8,489      $8,445      $8,467

      Return on average common equity
       (GAAP)                          A/E   (53.35)%     10.38 %    (21.57)%
      Return on average common equity,
       excluding charges related to
       leveraged lease tax
       litigation (non-GAAP)           B/E    (5.45)      12.19        3.35

      Return on average total
       equity (a)

      Average total equity             F     $8,617      $8,445      $8,531

      Return on average total equity
       (GAAP)                          A/F   (52.56)%     10.38 %    (21.40)%
      Return on average total equity,
       excluding charges related to
       leveraged lease tax
       litigation (non-GAAP)           B/F    (5.37)      12.19        3.32

      Net interest income
      Net interest income (GAAP)               $358        $713      $1,071
      Charges related to leveraged lease
       tax litigation, pre-tax                  359           3         362
      Net interest income, excluding
       charges related to leveraged lease
       tax litigation (non-GAAP)               $717        $716      $1,433

      Net interest income/margin (TE)
      Net interest income (TE) (as
       reported)                              $(100)       $704        $604
      Charges related to leveraged lease
       tax litigation, pre-tax (TE)             838          34         872
      Net interest income, excluding
       charges related to leveraged lease
       tax litigation (TE) (adjusted basis)    $738        $738      $1,476

      Net interest margin (TE) (as
       reported)                               (.44)%      3.14 %      1.35 %
      Impact of charges related to
       leveraged lease tax litigation,
       pre-tax (TE)                            3.76         .15        1.95
      Net interest margin, excluding
       charges related to leveraged lease
       tax litigation (TE) (adjusted basis)    3.32 %      3.29 %      3.30 %

    (a)  Income statement amount has been annualized in calculation.

    TE = Taxable Equivalent

    GAAP = U.S. generally accepted accounting principles



                          Consolidated Balance Sheets
                             (dollars in millions)

                                            6-30-08     3-31-08     6-30-07
    Assets
      Loans                                  $75,855     $76,444    $66,692
      Loans held for sale                      1,833       1,674      4,546
      Securities available for sale            8,312       8,419      7,819
      Held-to-maturity securities                 25          29         37
      Trading account assets                   1,483       1,015        994
      Short-term investments                     826         577        471
      Other investments                        1,559       1,561      1,602
        Total earning assets                  89,893      89,719     82,161
      Allowance for loan losses               (1,421)     (1,298)      (945)
      Cash and due from banks                  1,912       1,730      1,818
      Premises and equipment                     748         712        600
      Operating lease assets                   1,089       1,070      1,110
      Goodwill                                 1,598       1,599      1,202
      Other intangible assets                    146         164        110
      Corporate-owned life insurance           2,917       2,894      2,822
      Derivative assets                        1,693       1,508        374
      Accrued income and other assets          2,969       3,394      3,715
        Total assets                        $101,544    $101,492    $92,967

    Liabilities
      Deposits in domestic offices:
        NOW and money market deposit
         accounts                            $27,278     $26,527    $23,315
        Savings deposits                       1,809       1,826      1,613
        Certificates of deposit ($100,000
         or more)                              8,699       8,330      6,197
        Other time deposits                   12,541      12,933     11,832
             Total interest-bearing
              deposits                        50,327      49,616     42,957
        Noninterest-bearing deposits          10,561      10,896     14,199
      Deposits in foreign office -
       interest-bearing                        3,508       4,190      3,443
             Total deposits                   64,396      64,702     60,599
      Federal funds purchased and
       securities sold under
       repurchase agreements                   2,088       3,503      4,362
      Bank notes and other short-term
       borrowings                              5,985       5,464      2,476
      Derivative liabilities                     637         465        248
      Accrued expense and other
       liabilities                             4,626       4,429      5,000
      Long-term debt                          15,106      14,337     12,581
        Total liabilities                     92,838      92,900     85,266

    Shareholders' equity
      Preferred stock                            650          --         --
      Common shares                              577         492        492
      Capital surplus                          2,544       1,659      1,652
      Retained earnings                        7,461       8,737      8,720
      Treasury stock, at cost                 (2,675)     (2,689)    (2,994)
      Accumulated other comprehensive
       income (loss)                             149         393       (169)
        Total shareholders' equity             8,706       8,592      7,701

    Total liabilities and shareholders'
     equity                                 $101,544    $101,492    $92,967

    Common shares outstanding (000)          485,662     400,071    389,362



                        Consolidated Statements of Income
                 (dollars in millions, except per share amounts)

                                    Three months ended      Six months ended
                                 6-30-08  3-31-08  6-30-07  6-30-08  6-30-07
    Interest income
     Loans                          $717   $1,123   $1,176   $1,840   $2,337
     Loans held for sale              20       87       82      107      157
     Securities available for
      sale                           111      109      106      220      206
     Held-to-maturity securities      --        1       --        1        1
     Trading account assets           10       13        7       23       14
     Short-term investments            8        9        9       17       20
     Other investments                14       12       15       26       28
      Total interest income          880    1,354    1,395    2,234    2,763

    Interest expense
     Deposits                        347      428      447      775      880
     Federal funds purchased and
      securities sold under
      repurchase agreements           15       28       59       43      108
     Bank notes and other short-
      term borrowings                 27       39       18       66       29
     Long-term debt                  133      146      185      279      381
      Total interest expense         522      641      709    1,163    1,398

    Net interest income              358      713      686    1,071    1,365
    Provision for loan losses        647      187       53      834       97
    Net interest income after
     provision for loan losses      (289)     526      633      237    1,268

    Noninterest income
     Trust and investment
      services income                138      129      115      267      240
     Service charges on deposit
      accounts                        93       88       84      181      159
     Investment banking and
      capital markets income          80        8       52       88       96
     Operating lease income           68       69       66      137      130
     Letter of credit and loan
      fees                            51       37       45       88       83
     Corporate-owned life
      insurance income                28       28       32       56       57
     Electronic banking fees          27       24       25       51       49
     Net gains (losses) from
      loan securitizations and
      sales                           33     (101)      33      (68)      42
     Net securities (losses)
      gains                           (1)       3        2        2      (45)
     Net (losses) gains from
      principal investing            (14)       9       90       (5)     119
     Gain from redemption of
      Visa Inc. shares                --      165       --      165       --
     Gain from sale of McDonald
      Investments branch network      --       --       --       --      171
     Other income                     52       69      105      121      202
      Total noninterest income       555      528      649    1,083    1,303

    Noninterest expense
     Personnel                       404      409      411      813      839
     Net occupancy                    62       66       59      128      122
     Computer processing              43       47       49       90      100
     Operating lease expense          55       58       55      113      107
     Professional fees                33       23       26       56       52
     Equipment                        23       24       24       47       49
     Marketing                        21       14       20       35       39
     Other expense                   140       91      171      231      291
      Total noninterest expense      781      732      815    1,513    1,599
    (Loss) income from
     continuing operations
     before income taxes            (515)     322      467     (193)     972
     Income taxes                    611      104      130      715      277
    (Loss) income from
     continuing operations        (1,126)     218      337     (908)     695
     Loss from discontinued
      operations, net of taxes        --       --       (3)      --      (11)
    Net (loss) income            $(1,126)    $218     $334    $(908)    $684

    Net (loss) income applicable
     to common shares            $(1,126)    $218     $334    $(908)    $684

    Per common share:
    (Loss) income from
     continuing operations        $(2.70)    $.55     $.86   $(2.23)   $1.76
    Net (loss) income              (2.70)     .55      .85    (2.23)    1.73

    Per common share - assuming
     dilution:
    (Loss) income from
     continuing operations        $(2.70)    $.54     $.85   $(2.23)   $1.74
    Net (loss) income              (2.70)     .54      .84    (2.23)    1.71

    Cash dividends declared per
     common share                  $.375       --    $.365    $.375     $.73

    Weighted-average common
     shares outstanding (000)    416,629  399,121  392,045  407,875  394,944
    Weighted-average common
     shares and potential
     common shares
     outstanding (000)           416,629  399,769  396,918  407,875  400,180



  Consolidated Average Balance Sheets, Net Interest Income and Yields/Rates
                          From Continuing Operations
                            (dollars in millions)

                                                    Second Quarter 2008
                                             Average
                                             Balance   Interest  Yield/Rate
    Assets
        Loans: (a,b)
        Commercial, financial and
         agricultural                        $26,057      $352     5.42 %
        Real estate - commercial
         mortgage                             10,593       156     5.91
        Real estate - construction             8,484       118     5.61
        Commercial lease financing             9,798      (709)  (28.94)(c)
             Total commercial loans           54,932       (83)    (.58)
        Real estate - residential              1,918        30     6.12
        Home equity:
          Community Banking                    9,765       140     5.78
          National Banking                     1,200        23     7.68
             Total home equity loans          10,965       163     5.99
        Consumer other - Community
         Banking                               1,271        33    10.34
        Consumer other - National Banking:
          Marine                               3,646        56     6.26
          Education                            3,595        53     5.88
          Other                                  325         7     8.21
             Total consumer other -
              National Banking                 7,566       116     6.16
             Total consumer loans             21,720       342     6.32
             Total loans                      76,652       259     1.37
        Loans held for sale                    1,356        20     5.94
        Securities available for sale
         (a,d)                                 8,315       111     5.40
        Held-to-maturity securities (a)           25        --    11.47
        Trading account assets                 1,041        10     3.88
        Short-term investments                   773         8     3.83
        Other investments (d)                  1,580        14     3.09
             Total earning assets             89,742       422     1.89
        Allowance for loan losses             (1,338)
        Accrued income and other assets       14,886
             Total assets                   $103,290

    Liabilities
        NOW and money market deposit
         accounts                            $27,158       102     1.51
        Savings deposits                       1,815         1      .27
        Certificates of deposit
         ($100,000 or more) (e)                8,670        88     4.09
        Other time deposits                   12,751       135     4.27
        Deposits in foreign office             4,121        21     1.95
             Total interest-bearing
              deposits                        54,515       347     2.56
        Federal funds purchased and
         securities sold under repurchase
         agreements                            3,267        15     1.86
        Bank notes and other short-term
         borrowings                            4,770        27     2.26
        Long-term debt (e,f)                  14,620       133     3.87
             Total interest-bearing
              liabilities                     77,172       522     2.75
        Noninterest-bearing deposits          10,617
        Accrued expense and other
         liabilities                           6,884
             Total liabilities                94,673

    Shareholders' equity
        Preferred stock                          128
        Common shareholders' equity            8,489
             Total shareholders' equity        8,617

             Total liabilities and
              shareholders' equity          $103,290

    Interest rate spread (TE)                                      (.86) %
    Net interest income (TE) and net
     interest margin (TE)                                 (100)(c) (.44) %(c)
    TE adjustment (a)                                     (458)
        Net interest income, GAAP basis                   $358



  Consolidated Average Balance Sheets, Net Interest Income and Yields/Rates
                          From Continuing Operations
                            (dollars in millions)

                                                    First Quarter 2008
                                             Average
                                             Balance     Interest Yield/Rate
    Assets
        Loans: (a,b)
        Commercial, financial and
         agricultural                        $25,411       $392     6.21 %
        Real estate - commercial
         mortgage                             10,283        175     6.84
        Real estate - construction             8,468        134     6.36
        Commercial lease financing            10,004         98     3.91 (c)
             Total commercial loans           54,166        799     5.93
        Real estate - residential              1,916         30     6.29
        Home equity:
          Community Banking                    9,693        154     6.38
          National Banking                     1,260         24     7.74
             Total home equity loans          10,953        178     6.54
        Consumer other - Community
         Banking                               1,305         34    10.59
        Consumer other - National Banking:
          Marine                               3,646         58     6.31
          Education                              363          7     8.04
          Other                                  339          7     8.32
             Total consumer other -
              National Banking                 4,348         72     6.61
             Total consumer loans             18,522        314     6.81
             Total loans                      72,688      1,113     6.15
        Loans held for sale                    4,984         87     7.01
        Securities available for sale
         (a,d)                                 8,419        110     5.28
        Held-to-maturity securities (a)           29          1    11.02
        Trading account assets                 1,075         13     4.84
        Short-term investments                 1,165          9     3.18
        Other investments (d)                  1,552         12     3.05
             Total earning assets             89,912      1,345     6.01
        Allowance for loan losses             (1,236)
        Accrued income and other assets       14,680
             Total assets                   $103,356

    Liabilities
        NOW and money market deposit
         accounts                            $26,996        139     2.07
        Savings deposits                       1,865          3      .62
        Certificates of deposit
         ($100,000 or more) (e)                8,072         95     4.72
        Other time deposits                   12,759        146     4.59
        Deposits in foreign office             5,853         45     3.13
             Total interest-bearing
              deposits                        55,545        428     3.10
        Federal funds purchased and
         securities sold under repurchase
         agreements                            3,863         28     2.91
        Bank notes and other short-term
         borrowings                            4,934         39     3.22
        Long-term debt (e,f)                  13,238        146     4.71
             Total interest-bearing
              liabilities                     77,580        641     3.36
        Noninterest-bearing deposits          10,741
        Accrued expense and other
         liabilities                           6,590
             Total liabilities                94,911

    Shareholders' equity
        Preferred stock                           --
        Common shareholders' equity            8,445
             Total shareholders' equity        8,445

             Total liabilities and
              shareholders' equity          $103,356

    Interest rate spread (TE)                                        2.65 %
    Net interest income (TE) and net
     interest margin (TE)                                   704(c)   3.14 %(c)
    TE adjustment (a)                                        (9)
        Net interest income, GAAP basis                    $713



  Consolidated Average Balance Sheets, Net Interest Income and Yields/Rates
                          From Continuing Operations
                            (dollars in millions)

                                                   Second Quarter 2007
                                            Average
                                            Balance     Interest   Yield/Rate
    Assets
        Loans: (a,b)
        Commercial, financial and
         agricultural                        $21,856       $401       7.36 %
        Real estate - commercial
         mortgage                              8,565        165       7.75
        Real estate - construction             8,243        167       8.09
        Commercial lease financing            10,096        142       5.62
             Total commercial loans           48,760        875       7.19
        Real estate - residential              1,472         24       6.57
        Home equity:
          Community Banking                    9,660        172       7.15
          National Banking                     1,092         21       7.86
             Total home equity loans          10,752        193       7.22
        Consumer other - Community
         Banking                               1,370         37      10.64
        Consumer other - National
         Banking:
          Marine                               3,323         52       6.26
          Education                              329          8       9.56
          Other                                  309          7       9.18
             Total consumer other -
              National Banking                 3,961         67       6.76
             Total consumer loans             17,555        321       7.33
             Total loans                      66,315      1,196       7.23
        Loans held for sale                    4,415         82       7.50
        Securities available for sale
         (a,d)                                 7,793        106       5.45
        Held-to-maturity securities (a)           39         --       6.72
        Trading account assets                   813          8       3.58
        Short-term investments                   671          8       4.93
        Other investments (d)                  1,541         15       3.68
             Total earning assets             81,587      1,415       6.95
        Allowance for loan losses               (942)
        Accrued income and other assets       12,767
             Total assets                    $93,412

    Liabilities
        NOW and money market deposit
         accounts                            $22,953        179       3.14
        Savings deposits                       1,633          1        .19
        Certificates of deposit
         ($100,000 or more) (e)                6,237         79       5.03
        Other time deposits                   12,047        141       4.70
        Deposits in foreign office             3,600         47       5.20
             Total interest-bearing
              deposits                        46,470        447       3.85
        Federal funds purchased and
         securities sold under repurchase
         agreements                            4,748         59       5.04
        Bank notes and other short-term
         borrowings                            1,771         18       4.14
        Long-term debt (e,f)                  12,909        185       5.83
             Total interest-bearing
              liabilities                     65,898        709       4.33
        Noninterest-bearing deposits          13,927
        Accrued expense and other
         liabilities                           5,933
             Total liabilities                85,758

    Shareholders' equity
        Preferred stock                           --
        Common shareholders' equity            7,654
             Total shareholders' equity        7,654

             Total liabilities and
              shareholders' equity           $93,412

    Interest rate spread (TE)                                         2.62 %
    Net interest income (TE) and net
        interest margin (TE)                                706       3.46 %
    TE adjustment (a)                                        20
        Net interest income, GAAP basis                    $686


    Average balances have not been restated to reflect Key's January 1, 2008,
adoption of Financial Accounting Standards Board ("FASB") Interpretation No.
39, "Offsetting of Amounts Related to Certain Contracts," and FASB Staff
Position FIN 39-1, "Amendment of FASB Interpretation 39."
    (a) 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%.
    (b) For purposes of these computations, nonaccrual loans are included in
average loan balances.
    (c) During the second quarter of 2008, Key's taxable-equivalent net
interest income and net income were reduced by $838 million and $1.011
billion, respectively, as a result of an adverse federal court ruling on Key's
tax treatment of a service contract lease transaction.  Excluding this
reduction, the taxable-equivalent yield on Key's commercial lease financing
portfolio would have been 5.25% for the second quarter of 2008, and Key's
taxable-equivalent net interest margin would have been 3.32%.  During the
prior quarter, Key increased its tax reserves for certain lease in, lease out
transactions and recalculated its lease income in accordance with prescribed
accounting standards.  These actions reduced Key's first quarter 2008 taxable-
equivalent net interest income and net income by $34 million and $38 million,
respectively.  Excluding this reduction, the taxable-equivalent yield on Key's
commercial lease financing portfolio would have been 5.27% for the first
quarter of 2008, and Key's taxable-equivalent net interest margin would have
been 3.29%.
    (d) Yield is calculated on the basis of amortized cost.
    (e) Rate calculation excludes basis adjustments related to fair value
hedges.
    (f) Results from continuing operations exclude the dollar amount of
liabilities assumed necessary to support interest-earning assets held by the
discontinued Champion Mortgage finance business.  The interest expense related
to these liabilities, which also is excluded from continuing operations, was
calculated using a matched funds transfer pricing methodology.
    TE = Taxable Equivalent

    GAAP = U.S. generally accepted accounting principles



  Consolidated Average Balance Sheets, Net Interest Income and Yields/Rates
                          From Continuing Operations
                            (dollars in millions)

                             Six months ended            Six months ended
                               June 30, 2008               June 30, 2007
                          Average          Yield/     Average          Yield/
                          Balance Interest  Rate      Balance Interest  Rate
    Assets
      Loans: (a,b)
      Commercial,
       financial and
       agricultural       $25,734    $744    5.81 %   $21,710    $793   7.37 %
      Real estate -
       commercial
       mortgage            10,438     331    6.37       8,496     328   7.79
      Real estate -
       construction         8,476     252    5.98       8,235     333   8.14
      Commercial lease
       financing            9,901    (611) (12.34)(c)  10,095     288   5.70
           Total
            commercial
            loans          54,549     716    2.65      48,536   1,742   7.23
      Real estate -
       residential          1,917      60    6.20       1,458      48   6.58
      Home equity:
       Community Banking    9,729     294    6.08       9,668     343   7.15
       National Banking     1,230      47    7.71       1,061      41   7.87
          Total home
           equity loans    10,959     341    6.26      10,729     384   7.22
      Consumer other -
       Community Banking    1,288      67   10.46       1,410      73  10.39
      Consumer other -
       National Banking:
       Marine               3,646     114    6.28       3,221     101   6.27
       Education            1,979      60    6.07         334      16   9.53
       Other                  332      14    8.27         306      14   9.10
          Total consumer
           other -
           National
           Banking          5,957     188    6.32       3,861     131   6.77
          Total consumer
           loans           20,121     656    6.55      17,458     636   7.33
          Total loans      74,670   1,372    3.70      65,994   2,378   7.25
      Loans held for sale   3,170     107    6.78       4,179     157   7.59
      Securities
       available for
       sale (a,d)           8,367     221    5.34       7,671     206   5.36
      Held-to-maturity
       securities (a)          27       1   11.23          39       1   6.96
      Trading account
       assets               1,058      23    4.37         783      14   3.68
      Short-term
       investments            969      17    3.44         762      20   5.09
      Other investments (d) 1,566      26    3.07       1,471      28   3.66
          Total earning
           assets          89,827   1,767    3.95      80,899   2,804   6.97
      Allowance for loan
       losses              (1,287)                       (942)
      Accrued income and
       other assets        14,783                      12,801
          Total assets   $103,323                     $92,758

    Liabilities
      NOW and money
       market deposit
       accounts           $27,077     241    1.79     $23,187     356   3.10
      Savings deposits      1,840       4     .45       1,631       2    .19
      Certificates of
       deposit ($100,000
       or more) (e)         8,371     183    4.39       6,194     155   5.03
      Other time
       deposits            12,755     281    4.43      12,055     279   4.67
      Deposits in
       foreign office       4,987      66    2.64       3,430      88   5.16
          Total interest-
           bearing
           deposits        55,030     775    2.83      46,497     880   3.81
      Federal funds
       purchased and
       securities
       sold under
       repurchase
       agreements           3,565      43    2.43       4,328     108   5.04
      Bank notes and
       other short-term
       borrowings           4,852      66    2.75       1,444      29   4.08
      Long-term debt (e,f) 13,929     279    4.27      13,261     381   5.87
          Total interest-
           bearing
           liabilities     77,376   1,163    3.05      65,530   1,398   4.31
      Noninterest-
       bearing deposits    10,679                      13,584
      Accrued expense
       and other
       liabilities          6,737                       6,008
           Total
            liabilities    94,792                      85,122

    Shareholders' equity
      Preferred stock          64                          --
      Common shareholders'
       equity               8,467                       7,636
           Total
            shareholders'
            equity          8,531                       7,636


           Total
            liabilities
            and
            shareholders'
            equity       $103,323                     $92,758

    Interest rate spread
     (TE)                                     .90 %                    2.66 %
    Net interest income
     (TE) and net
      interest margin
       (TE)                           604(c) 1.35 %(c)         1,406   3.48 %
    TE adjustment (a)                (467)                        41
      Net interest
       income, GAAP
       basis                       $1,071                     $1,365


    Average balances have not been restated to reflect Key's January 1, 2008,
adoption of Financial Accounting Standards Board ("FASB") Interpretation No.
39, "Offsetting of Amounts Related to Certain Contracts," and FASB Staff
Position FIN 39-1, "Amendment of FASB Interpretation 39."
    (a) 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%.
    (b) For purposes of these computations, nonaccrual loans are included in
average loan balances.
    (c) During the second quarter of 2008, Key's taxable-equivalent net
interest income and net income were reduced by $838 million and $1.011
billion, respectively, as a result of an adverse federal court ruling on Key's
tax treatment of a service contract lease transaction.  During the prior
quarter, Key's taxable-equivalent net interest income and net income were
reduced by $34 million and $38 million, respectively, as a result of an
increase to Key's tax reserves for certain lease in, lease out transactions
and a recalculation of its lease income in accordance with prescribed
accounting standards.  Excluding these reductions, the taxable-equivalent
yield on Key's commercial lease financing portfolio would have been 5.26% for
the first six months of 2008, and Key's taxable-equivalent net interest margin
would have been 3.30%.
    (d) Yield is calculated on the basis of amortized cost.
    (e) Rate calculation excludes basis adjustments related to fair value
hedges.
    (f) Results from continuing operations exclude the dollar amount of
liabilities assumed necessary to support interest-earning assets held by the
discontinued Champion Mortgage finance business.  The interest expense related
to these liabilities, which also is excluded from continuing operations, was
calculated using a matched funds transfer pricing methodology.
    TE = Taxable Equivalent

    GAAP = U.S. generally accepted accounting principles



                              Noninterest Income
                                (in millions)

                                        Three months ended    Six months ended
                                      6-30-08 3-31-08 6-30-07 6-30-08 6-30-07
    Trust and investment services
     income (a)                          $138    $129    $115    $267    $240
    Service charges on deposit accounts    93      88      84     181     159
    Investment banking and capital
     markets income (a)                    80       8      52      88      96
    Operating lease income                 68      69      66     137     130
    Letter of credit and loan fees         51      37      45      88      83
    Corporate-owned life insurance income  28      28      32      56      57
    Electronic banking fees                27      24      25      51      49
    Net gains (losses) from loan
     securitizations and sales             33    (101)     33     (68)     42
    Net securities (losses) gains          (1)      3       2       2     (45)
    Net (losses) gains from principal
     investing                            (14)      9      90      (5)    119
    Gain from redemption of Visa Inc.
     shares                                --     165      --     165      --
    Gain from sale of McDonald
     Investments branch network            --      --      --      --     171
    Other income:
         Insurance income                  20      15      15      35      29
         Loan securitization servicing
          fees                              5       4       6       9      11
         Credit card fees                   3       4       3       7       6
         Gains related to MasterCard
          Incorporated shares              --      --      40      --      40
         Litigation settlement -
          automobile residual value
          insurance                        --      --      --      --      26
         Miscellaneous income              24      46      41      70      90
              Total other income           52      69     105     121     202
              Total noninterest income   $555    $528    $649  $1,083  $1,303

    (a)  Additional detail provided in tables below.



                     Trust and Investment Services Income
                                (in millions)

                                        Three months ended    Six months ended
                                      6-30-08 3-31-08 6-30-07 6-30-08 6-30-07

    Brokerage commissions and fee income  $41     $33     $28     $74     $68
    Personal asset management and custody
     fees                                  40      41      41      81      81
    Institutional asset management and
     custody fees                          57      55      46     112      91
        Total trust and investment
         services income                 $138    $129    $115    $267    $240



                Investment Banking and Capital Markets Income
                                (in millions)

                                        Three months ended    Six months ended
                                      6-30-08 3-31-08 6-30-07 6-30-08 6-30-07

    Investment banking income             $36     $22     $22     $58     $43
    Income (loss) from other investments    1      (6)      6      (5)     11
    Dealer trading and derivatives income
     (loss)                                28     (21)     12       7      20
    Foreign exchange income                15      13      12      28      22
         Total investment banking and
          capital markets income          $80      $8     $52     $88     $96



                             Noninterest Expense
                            (dollars in millions)

                                   Three months ended      Six months ended
                                6-30-08 3-31-08 6-30-07    6-30-08 6-30-07

    Personnel (a)                  $404    $409    $411       $813    $839
    Net occupancy                    62      66      59        128     122
    Computer processing              43      47      49         90     100
    Operating lease expense          55      58      55        113     107
    Professional fees                33      23      26         56      52
    Equipment                        23      24      24         47      49
    Marketing                        21      14      20         35      39
    Other expense:
         Postage and delivery        12      11      11         23      23
         Franchise and business
          taxes                       8       8       8         16      17
         Telecommunications           7       8       7         15      14
         (Credit) provision for
          losses on lending-
          related commitments        (2)    (27)      6        (29)     (2)
         Miscellaneous expense      115      91     139        206     239
              Total other expense   140      91     171        231     291
              Total noninterest
               expense             $781    $732    $815     $1,513  $1,599

    Average full-time equivalent
     employees                   18,164  18,426  18,888 (b) 18,295  19,342 (b)

    (a) Additional detail provided in table below.

    (b) The number of average full-time equivalent employees has not been
        adjusted for discontinued operations.



                              Personnel Expense
                                (in millions)

                                    Three months ended     Six months ended
                                 6-30-08 3-31-08 6-30-07   6-30-08 6-30-07

    Salaries                        $235    $239    $236      $474    $481
    Incentive compensation            79      74      82       153     157
    Employee benefits                 65      76      73       141     155
    Stock-based compensation          17      14      16        31      40
    Severance                          8       6       4        14       6
         Total personnel expense    $404    $409    $411      $813    $839



                                Loan Composition
                             (dollars in millions)

                                                              Percent change
                                                                6-30-08 vs.
                                   6-30-08  3-31-08  6-30-07  3-31-08  6-30-07
    Commercial, financial and
     agricultural                  $25,929  $25,777  $21,814    .6 %   18.9 %
    Commercial real estate:
      Commercial mortgage           10,737   10,479    8,629   2.5     24.4
      Construction                   7,849    8,473    8,214  (7.4)    (4.4)
        Total commercial real
         estate loans               18,586   18,952   16,843  (1.9)    10.3
    Commercial lease financing       9,610   10,000   10,138  (3.9)    (5.2)
        Total commercial loans      54,125   54,729   48,795  (1.1)    10.9
    Real estate - residential
     mortgage                        1,928    1,954    1,572  (1.3)    22.6
    Home equity:
      Community Banking              9,851    9,678    9,736   1.8      1.2
      National Banking               1,153    1,220    1,143  (5.5)      .9
        Total home equity loans     11,004   10,898   10,879   1.0      1.1
    Consumer other - Community
     Banking                         1,261    1,266    1,366   (.4)    (7.7)
    Consumer other - National
     Banking:
      Marine                         3,634    3,653    3,444   (.5)     5.5
      Education (a)                  3,584    3,608      327   (.7)   996.0
      Other                            319      336      309  (5.1)     3.2
        Total consumer other -
         National Banking            7,537    7,597    4,080   (.8)    84.7
        Total consumer loans        21,730   21,715   17,897    .1     21.4
      Total loans                  $75,855  $76,444  $66,692   (.8)%   13.7 %



                        Loans Held for Sale Composition
                             (dollars in millions)

                                                              Percent change
                                                                6-30-08 vs.
                                   6-30-08 3-31-08 6-30-07 3-31-08   6-30-07
    Commercial, financial and
     agricultural                     $212    $291     $76   (27.1)%  178.9 %
    Real estate - commercial
     mortgage                          994   1,139   1,613   (12.7)   (38.4)
    Real estate - construction         398      25     172     N/M    131.4
    Commercial lease financing          42      31      22    35.5     90.9
    Real estate - residential
     mortgage                           79      58      39    36.2    102.6
    Home equity                         --       1      --  (100.0)      --
    Education (a)                      103     123   2,616   (16.3)   (96.1)
    Automobile                           5       6       8   (16.7)   (37.5)
      Total loans held for sale     $1,833  $1,674  $4,546     9.5 %  (59.7)%


    (a) On March 31, 2008, Key transferred $3.3 billion of education loans
from loans held for sale to the loan portfolio.
    N/M = Not Meaningful



                        Summary of Loan Loss Experience
                             (dollars in millions)

                                                   Three months ended
                                            6-30-08      3-31-08      6-30-07
    Average loans outstanding from
     continuing operations                  $76,652      $72,688      $66,315

    Allowance for loan losses at
     beginning of period                     $1,298       $1,200         $944
    Loans charged off:
         Commercial, financial and
          agricultural                           75           50           30

         Real estate - commercial
          mortgage                               15            4            5
         Real estate - construction             340           25            2
              Total commercial real
               estate loans                     355           29            7
         Commercial lease financing              18           15            9
              Total commercial loans            448           94           46
         Real estate - residential
          mortgage                                2            4            1
         Home equity:
            Community Banking                     9            9            5
            National Banking                     11            7            3
              Total home equity loans            20           16            8
         Consumer other - Community Banking      11            9            8
         Consumer other - National Banking:
            Marine                               16           19            6
            Education                            55            2            1
            Other                                 2            4            2
              Total consumer other -
               National Banking                  73           25            9
              Total consumer loans              106           54           26
                                                554          148           72
    Recoveries:
         Commercial, financial and
          agricultural                           14           14            6

         Real estate - commercial
          mortgage                               --           --            1
         Real estate - construction               1           --           --
              Total commercial real estate
               loans                              1           --            1
         Commercial lease financing               4            6            4
              Total commercial loans             19           20           11
         Real estate - residential
          mortgage                                1           --            1
         Home equity:
            Community Banking                    --            1            1
            National Banking                      1           --            1
              Total home equity loans             1            1            2
         Consumer other - Community Banking       1            2            1
         Consumer other - National Banking:
            Marine                                6            3            3
            Education                             1           --            1
            Other                                 1            1           --
              Total consumer other -
               National Banking                   8            4            4
              Total consumer loans               11            7            8
                                                 30           27           19
    Net loan charge-offs                       (524)        (121)         (53)
    Provision for loan losses from
     continuing operations                      647          187           53
    Allowance related to loans acquired,
     net                                         --           32           --
    Foreign currency translation
     adjustment                                  --           --            1
    Allowance for loan losses at end of
     period                                  $1,421       $1,298         $945

    Net loan charge-offs to average loans
     from continuing operations                2.75  %       .67  %       .32%
    Allowance for loan losses to period-
     end loans                                 1.87         1.70         1.42
    Allowance for loan losses to
     nonperforming loans                     174.57       123.15       342.39



                        Summary of Loan Loss Experience
                             (dollars in millions)

                                                      Six months ended
                                                  6-30-08            6-30-07
    Average loans outstanding from
     continuing operations                        $74,670            $65,994

    Allowance for loan losses at
     beginning of period                           $1,200               $944
    Loans charged off:
         Commercial, financial and
          agricultural                                125                 47

         Real estate - commercial
          mortgage                                     19                 11
         Real estate - construction                   365                  3
              Total commercial real
              estate loans                            384                 14
         Commercial lease financing                    33                 22
              Total commercial loans                  542                 83
         Real estate - residential
         mortgage                                       6                  2
         Home equity:
            Community Banking                          18                 10
            National Banking                           18                  6
              Total home equity loans                  36                 16
         Consumer other - Community Banking            20                 15
         Consumer other - National Banking:
            Marine                                     35                 14
            Education                                  57                  2
            Other                                       6                  4
              Total consumer other -
               National Banking                        98                 20
              Total consumer loans                    160                 53
                                                      702                136
    Recoveries:
         Commercial, financial and
          agricultural                                 28                 13

         Real estate - commercial
          mortgage                                     --                  4
         Real estate - construction                     1                 --
               Total commercial real estate
                loans                                   1                  4
         Commercial lease financing                    10                  7
              Total commercial loans                   39                 24
         Real estate - residential
          mortgage                                      1                  1
         Home equity:
            Community Banking                           1                  2
            National Banking                            1                  1
              Total home equity loans                   2                  3
         Consumer other - Community Banking             3                  3
         Consumer other - National Banking:
            Marine                                      9                  6
            Education                                   1                  1
            Other                                       2                  1
              Total consumer other -
               National Banking                        12                  8
              Total consumer loans                     18                 15
                                                       57                 39
    Net loan charge-offs                             (645)               (97)
    Provision for loan losses from
     continuing operations                            834                 97
    Allowance related to loans acquired,
     net                                               32                 --
    Foreign currency translation
     adjustment                                        --                  1
    Allowance for loan losses at end of
     period                                        $1,421               $945

    Net loan charge-offs to average loans
     from continuing operations                      1.74  %             .30%
    Allowance for loan losses to period-
     end loans                                       1.87               1.42
    Allowance for loan losses to
     nonperforming loans                           174.57             342.39



     Changes in Liability for Credit Losses on Lending-Related Commitments
                                 (in millions)

                                                                 Six months
                                        Three months ended         ended
                                      6-30-08 3-31-08 6-30-07  6-30-08 6-30-07

    Balance at beginning of period      $53     $80     $45      $80     $53
         (Credit) provision for losses
          on lending-related
          commitments                    (2)    (27)      6      (29)     (2)
         Charge-offs                     --      --      (1)      --      (1)
    Balance at end of period (a)        $51     $53     $50      $51     $50


    (a)  Included in "accrued expense and other liabilities" on the
consolidated balance sheet.


               Summary of Nonperforming Assets and Past Due Loans
                             (dollars in millions)


                                  6-30-08  3-31-08  12-31-07  9-30-07  6-30-07
    Commercial, financial and
     agricultural                  $259      $147      $84      $94      $83

    Real estate - commercial
     mortgage                       107       113       41       41       41
    Real estate - construction      256       610      415      228       23
         Total commercial real
          estate loans              363       723      456      269       64
    Commercial lease financing       57        38       28       30       34
         Total commercial loans     679       908      568      393      181
    Real estate - residential
     mortgage                        32        34       28       29       27
    Home equity:
       Community Banking             61        60       54       50       46
       National Banking              14        14       12       11        9
         Total home equity loans     75        74       66       61       55
    Consumer other - Community
     Banking                          2         2        2        2        2
    Consumer other - National
     Banking:
       Marine                        20        20       20       12       10
       Education                      4        15        2       --       --
       Other                          2         1        1        1        1
         Total consumer other
          - National Banking         26        36       23       13       11
         Total consumer loans       135       146      119      105       95
         Total nonperforming loans  814     1,054      687      498      276

    Nonperforming loans held for
     sale                           342 (b)     9       25        6        4

    OREO                             26        29       21       21       27
    Allowance for OREO losses        (2)       (2)      (2)      (1)      (2)
         OREO, net of allowance      24        27       19       20       25

    Other nonperforming assets (a)   30        25       33       46       73
         Total nonperforming
          assets                 $1,210    $1,115     $764     $570     $378

    Accruing loans past due 90
     days or more                  $367      $283     $231     $190     $181
    Accruing loans past due 30
     through 89 days                852     1,169      843      717      623
    Nonperforming loans to period-
     end portfolio loans           1.07 %    1.38 %    .97 %    .72 %    .41 %
    Nonperforming assets to
     period-end portfolio loans
     plus OREO and other
     nonperforming assets          1.59      1.46     1.08      .83      .57


    (a) Primarily investments held by the Private Equity unit within Key's
Real Estate Capital and Corporate Banking Services line of business.
    (b) Primarily real estate construction loans.



                   Summary of Changes in Nonperforming Loans
                                 (in millions)

                                           2Q08    1Q08   4Q07   3Q07  2Q07

    Balance at beginning of period        $1,054   $687   $498   $276  $254
         Loans placed on nonaccrual
          status                             789    566    378    337   130
         Charge-offs                        (547)  (144)  (147)   (81)  (72)
         Loans sold                          (48)    --    (13)    (6)   (7)
         Payments                            (86)   (32)   (17)   (13)  (21)
         Transfers to OREO                    --    (10)    (5)   (12)   --
         Transfer to nonperforming loans
          held for sale                     (342)    (8)    --     --    --
         Loans returned to accrual status     (6)    (5)    (7)    (3)   (8)
    Balance at end of period                $814 $1,054   $687   $498  $276



                           Line of Business Results
                             (dollars in millions)

    Community Banking

                                2Q08      1Q08      4Q07      3Q07      2Q07
    Summary of operations
         Total revenue (TE)     $659      $630      $653      $628      $631
         Provision for loan
          losses                  44        18        36         2        21
         Noninterest expense     449       428       438       414       446
         Net income              104       115       112       133       102
         Average loans and
          leases              28,478    28,128    27,234    26,944    26,574
         Average deposits     49,948    49,767    47,254    46,729    46,126
         Net loan charge-offs     38        30        31        19        26
         Return on average
          allocated equity     13.68 %   15.47 %   17.60 %   21.04 %   16.57 %
         Average full-time
          equivalent employees 8,785     8,714     8,454     8,625     9,026


    Supplementary information
     (lines of business)
    Regional Banking
         Total revenue (TE)     $557      $531      $555      $533      $537
         Provision for loan
          losses                  25        13        26        12        20
         Noninterest expense     401       385       385       368       396
         Net income               82        83        90        96        75
         Average loans and
          leases              19,608    19,472    18,771    18,667    18,471
         Average deposits     46,246    46,176    43,696    43,237    42,725
         Net loan charge-offs     33        29        26        17        20
         Return on average
          allocated equity     15.06 %   15.38 %   20.52 %   21.80 %   17.38 %
         Average full-time
          equivalent employees 8,439     8,365     8,101     8,264     8,655

    Commercial Banking
         Total revenue (TE)     $102       $99       $98       $95       $94
         Provision for loan
          losses                  19         5        10       (10)        1
         Noninterest expense      48        43        53        46        50
         Net income               22        32        22        37        27
         Average loans and
          leases               8,870     8,656     8,463     8,277     8,103
         Average deposits      3,702     3,591     3,558     3,492     3,401
         Net loan charge-offs      5         1         5         2         6
         Return on average
          allocated equity     10.21 %   15.73 %   11.12 %   19.29 %   14.67 %
         Average full-time
          equivalent employees   346       349       353       361       371



                           Line of Business Results
                             (dollars in millions)

    Community Banking
                                                     Percent change 2Q08 vs.
                                                     1Q08               2Q07
    Summary of operations
         Total revenue (TE)                           4.6 %              4.4 %
         Provision for loan losses                  144.4              109.5
         Noninterest expense                          4.9                 .7
         Net income                                  (9.6)               2.0
         Average loans and leases                     1.2                7.2
         Average deposits                              .4                8.3
         Net loan charge-offs                        26.7               46.2
         Return on average allocated
          equity                                      N/A                N/A
         Average full-time equivalent
          employees                                    .8               (2.7)


    Supplementary information (lines of
     business)
    Regional Banking
         Total revenue (TE)                           4.9 %              3.7 %
         Provision for loan losses                   92.3               25.0
         Noninterest expense                          4.2                1.3
         Net income                                  (1.2)               9.3
         Average loans and leases                      .7                6.2
         Average deposits                              .2                8.2
         Net loan charge-offs                        13.8               65.0
         Return on average allocated
          equity                                      N/A                N/A
         Average full-time equivalent
          employees                                    .9               (2.5)

    Commercial Banking
         Total revenue (TE)                           3.0 %              8.5 %
         Provision for loan losses                  280.0                N/M
         Noninterest expense                         11.6               (4.0)
         Net income                                 (31.3)             (18.5)
         Average loans and leases                     2.5                9.5
         Average deposits                             3.1                8.9
         Net loan charge-offs                       400.0              (16.7)
         Return on average allocated
          equity                                      N/A                N/A
         Average full-time equivalent
          employees                                   (.9)              (6.7)



                       Line of Business Results (continued)
                              (dollars in millions)

    National Banking

                                 2Q08     1Q08      4Q07      3Q07      2Q07
    Summary of operations
         Total revenue (TE)     $(126)    $439      $609      $505      $612
         Provision for loan
          losses                  609      169       327        69        32
         Noninterest expense      337      308       389       327       330
         (Loss) income from
          continuing operations  (670)     (24)      (69)       68       157
         Net (loss) income       (670)     (24)      (66)       54       154
         Average loans and
          leases (a)           47,876   44,149    42,040    40,279    39,325
         Average loans held
          for sale (a)          1,282    4,932     4,709     4,692     4,377
         Average deposits (a)  12,289   11,888    12,629    12,631    12,082
         Net loan charge-
          offs (a)                486       91        88        40        27
         Return on average
          allocated equity (a) (51.60)%  (1.96)%   (6.13)%    6.43 %   15.12 %
         Return on average
          allocated equity     (51.60)   (1.96)    (5.86)     5.11     14.83
         Average full-time
          equivalent employees  3,603    3,758     4,010     3,869     3,856


    Supplementary information
     (lines of business)
    Real Estate Capital and
     Corporate Banking
     Services
         Total revenue (TE)      $233      $77      $158      $128      $214
         Provision for loan
          losses                  366       45       270        43         8
         Noninterest expense       68       61       117        88        92
         Net (loss) income       (126)     (18)     (143)       (2)       71
         Average loans and
          leases               17,086   16,484    15,003    14,160    13,713
         Average loans held
          for sale                616      989     1,257     1,584     1,246
         Average deposits      10,460    9,787    10,397    10,243     9,447
         Net loan charge-offs     376       38        45         7         3
         Return on average
          allocated equity     (23.69)%  (3.85)%  (36.91)%    (.56)%   20.43 %
         Average full-time
          equivalent employees  1,228    1,233     1,310     1,309     1,293

    Equipment Finance
         Total revenue (TE)     $(694)    $100      $181      $136      $150
         Provision for loan
          losses                   36       24        23        16        16
         Noninterest expense       89       96        97        94        94
         Net (loss) income       (512)     (13)       38        16        25
         Average loans and
          leases               10,326   10,595    10,729    10,681    10,609
         Average loans held
          for sale                 51       32        15         6        10
         Average deposits          21       14        17        16        16
         Net loan charge-offs      28       24        18        16        16
         Return on average
          allocated equity    (225.30)%  (5.66)%   16.53 %    7.10 %   11.43 %
         Average full-time
          equivalent employees    837      859       923       900       895

    Institutional and Capital
     Markets
         Total revenue (TE)      $231     $158      $171      $155      $159
         Provision for loan
          losses                   36       16        15        (2)       --
         Noninterest expense      128      102       116       104        99
         Net income                42       25        25        33        38
         Average loans and
          leases                7,897    7,633     7,219     6,716     6,566
         Average loans held
          for sale                494      555       394       373       463
         Average deposits       1,384    1,460     1,560     1,844     2,072
         Net loan charge-offs       5        2         6         6        --
         Return on average
          allocated equity      13.61 %   8.39 %    8.59 %   12.20 %   13.92 %
         Average full-time
          equivalent employees    931      938       979     1,019       992

    Consumer Finance
         Total revenue (TE)      $104     $104       $99       $86       $89
         Provision for loan
          losses                  171       84        19        12         8
         Noninterest expense       52       49        59        41        45
         (Loss) income from
          continuing operations   (74)     (18)       11        21        23
         Net (loss) income        (74)     (18)       14         7        20
         Average loans and
          leases (a)           12,567    9,437     9,089     8,722     8,437
         Average loans held
          for sale (a)            121    3,356     3,043     2,729     2,658
         Average deposits (a)     424      627       655       528       547
         Net loan charge-
          offs (a)                 77       27        19        11         8
         Return on average
          allocated equity (a) (32.07)%  (7.87)%    5.06 %   10.36 %   11.56 %
         Return on average
          allocated equity     (32.07)   (7.87)     6.44      3.45     10.05
         Average full-time
          equivalent employees    607      728       798       641       676

        (a) From continuing operations.

        TE = Taxable Equivalent
        N/A = Not Applicable
        N/M = Not Meaningful



                       Line of Business Results (continued)
                              (dollars in millions)

    National Banking
                                                    Percent change 2Q08 vs.
                                                     1Q08             2Q07
    Summary of operations
         Total revenue (TE)                            N/M              N/M
         Provision for loan losses                   260.4 %            N/M
         Noninterest expense                           9.4              2.1 %
         (Loss) income from continuing
          operations                                   N/M              N/M
         Net (loss) income                             N/M              N/M
         Average loans and leases (a)                  8.4             21.7
         Average loans held for sale (a)             (74.0)           (70.7)
         Average deposits (a)                          3.4              1.7
         Net loan charge-offs (a)                    434.1              N/M
         Return on average allocated
          equity (a)                                   N/A              N/A
         Return on average allocated
          equity                                       N/A              N/A
         Average full-time equivalent
          employees                                   (4.1)            (6.6)


    Supplementary information (lines of
     business)
    Real Estate Capital and Corporate
     Banking Services
         Total revenue (TE)                          202.6 %            8.9 %
         Provision for loan losses                   713.3              N/M
         Noninterest expense                          11.5            (26.1)
         Net (loss) income                          (600.0)             N/M
         Average loans and leases                      3.7             24.6
         Average loans held for sale                 (37.7)           (50.6)
         Average deposits                              6.9             10.7
         Net loan charge-offs                        889.5              N/M
         Return on average allocated
          equity                                       N/A              N/A
         Average full-time equivalent
          employees                                    (.4)            (5.0)

    Equipment Finance
         Total revenue (TE)                            N/M              N/M
         Provision for loan losses                    50.0 %          125.0 %
         Noninterest expense                          (7.3)            (5.3)
         Net (loss) income                             N/M              N/M
         Average loans and leases                     (2.5)            (2.7)
         Average loans held for sale                  59.4            410.0
         Average deposits                             50.0             31.3
         Net loan charge-offs                         16.7             75.0
         Return on average allocated
          equity                                       N/A              N/A
         Average full-time equivalent
          employees                                   (2.6)            (6.5)

    Institutional and Capital Markets
         Total revenue (TE)                           46.2 %           45.3 %
         Provision for loan losses                   125.0              N/M
         Noninterest expense                          25.5             29.3
         Net income                                   68.0             10.5
         Average loans and leases                      3.5             20.3
         Average loans held for sale                 (11.0)             6.7
         Average deposits                             (5.2)           (33.2)
         Net loan charge-offs                        150.0              N/M
         Return on average allocated
          equity                                       N/A              N/A
         Average full-time equivalent
          employees                                    (.7)            (6.1)

    Consumer Finance
         Total revenue (TE)                             --             16.9 %
         Provision for loan losses                   103.6 %            N/M
         Noninterest expense                           6.1             15.6
         (Loss) income from continuing
          operations                                (311.1)             N/M
         Net (loss) income                          (311.1)             N/M
         Average loans and leases (a)                 33.2             49.0
         Average loans held for sale (a)             (96.4)           (95.4)
         Average deposits (a)                        (32.4)           (22.5)
         Net loan charge-offs (a)                    185.2            862.5
         Return on average allocated
          equity (a)                                   N/A              N/A
         Return on average allocated
          equity                                       N/A              N/A
         Average full-time equivalent
          employees                                  (16.6)           (10.2)

        (a) From continuing operations.

        TE = Taxable Equivalent
        N/A = Not Applicable
        N/M = Not Meaningful

SOURCE  KeyCorp

ANALYSTS, Jonathan I. Shulman, +1-216-689-3882,
Jonathan_I_Shulman@KeyBank.com, or Christopher F. Sikora, +1-216-689-3133,
Chris_F_Sikora@KeyBank.com, or MEDIA, William C. Murschel, +1-216-828-7416,
William_C_Murschel@KeyBank.com/ /FIRST AND FINAL ADD -- FINANCIAL MATERIAL --
TO FOLLOW
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