CLEVELAND, Jan. 22, 2009 /PRNewswire-FirstCall/ -- KeyCorp (NYSE: KEY) today announced a fourth quarter loss from continuing operations of $524 million, or $1.13 per common share, compared to income from continuing operations of $22 million, or $.06 per diluted common share, for the fourth quarter of 2007. The quarterly loss was primarily attributable to a noncash accounting charge for goodwill impairment and continued building of loan loss reserves in light of the challenging economic environment.

During the fourth quarter, Key participated in the U.S. Treasury's Capital Purchase Program, bolstering capital by $2.500 billion. For all of 2008, Key raised capital of $4.240 billion.

For the full year, Key had a loss from continuing operations of $1.468 billion, or $3.36 per common share. This compares to income from continuing operations of $941 million, or $2.38 per diluted common share, for 2007. Full-year results were adversely affected by a $1.011 billion after-tax charge taken in the second quarter as a result of an adverse federal tax court ruling that impacted Key's accounting for certain lease financing transactions, and elevated provisions for loan losses. During the fourth quarter, Key and the IRS reached an agreement on all material aspects related to the IRS global tax settlement, which resulted in the reversal of $120 million of the after-tax lease financing charge.

During the fourth quarter, the Company's annual testing for goodwill impairment indicated that the estimated fair value of the National Banking unit was less than the carrying amount, reflecting unprecedented weakness in the financial markets. As a result, Key recorded an after-tax noncash accounting charge of $420 million. However, Key's regulatory and tangible capital ratios were not affected by this adjustment. In light of the current economic environment, Key continued to build its loan loss reserves by taking a $594 million provision for loan losses, which exceeded net charge-offs by $252 million. As of the end of the year, Key's reserve represented 2.36% of period-end loans and 147% of nonperforming loans.

"Key's results for the quarter and the year reflect actions taken to manage risks and to fortify the balance sheet for an extremely challenging operating environment," said Chief Executive Officer Henry L. Meyer III. "The $4.2 billion of capital we raised in 2008 positions us to continue to meet our relationship clients' needs. Like the rest of the banking industry, we face significant head winds, but our core results continue to benefit from solid performance across our Community Banking network, decisions made to exit higher-risk or low-return nonrelationship businesses such as subprime lending, and actions we initiated at the end of 2007 to reduce exposure in the residential properties segment of our commercial real estate business, which has been reduced by $1.3 billion, or 36 percent, over the past year."

Meyer continued: "Key's business mix has allowed us to avoid many of the consumer credit issues affecting the financial services industry. We will continue to proactively take actions to position the Company to weather these challenging times and benefit when conditions improve.

"I'm also pleased to have had Peter Hancock join the Company in December as Vice Chair of National Banking. Peter brings with him a very strong business and risk management background, which are vital skills for these times."

During the fourth quarter of 2008, Key strengthened its capital position with a $2.500 billion capital increase as a participant in the U.S. Treasury's Capital Purchase Program and reduced its quarterly dividend. The Company also issued $1.500 billion of new term debt under the FDIC's Temporary Liquidity Guarantee Program. Key's Tier 1 capital ratio increased to a strong 10.81% at December 31, 2008. The added capital also positioned Key to take advantage of new lending opportunities. During the fourth quarter of 2008, the Company's National Banking and Community Banking businesses originated approximately $5.7 billion in new or renewed loans.

Key also reported it had reached an agreement with the IRS on all material aspects related to the IRS global tax settlement pertaining to certain leveraged lease financing transactions. As a result, the Company recorded an after-tax recovery of $120 million for previously accrued interest on disputed tax balances. A final closing agreement with the IRS is expected during the first quarter of 2009. The positive impact of this recovery was partially offset by $68 million of additional U.S. taxes recorded on accumulated earnings of the Canadian leasing operation.

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.





    Significant Items Affecting the Comparability of Earnings


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

    Noncash charge for
     goodwill impairment    $(465)    $(420)  $(.85)      --       --      --
    U.S. taxes on
     accumulated earnings
     of Canadian leasing
     operation                 --       (68)   (.14)      --       --      --
    Provision for loan
     losses in excess of
     net charge-offs         (252)     (158)   (.32)   $(134)    $(83)   (.17)
    Net (losses) gains from
     principal investing      (33)      (21)   (.04)     (24)     (15)   (.03)
    Severance and other exit
     costs                    (31)      (20)   (.04)     (19)     (14)   (.03)
    Realized and unrealized
     losses on loan and
     securities portfolios
     held for sale or
     trading                  (18)      (11)   (.02)     (94)(b) (59)(b) (.12)
    (Charges) credits
     related to leveraged
     lease tax litigation     (18)      120(a)  .24       --      (30)   (.06)
    Reversal of Honsador
     litigation reserve        --        --      --       23       14     .03
    Liability to Visa          --        --      --       --       --      --



                                                     Fourth Quarter 2007
    in millions, except per share amounts      Pre-tax    After-tax     Impact
                                                Amount       Amount     on EPS

    Noncash charge for goodwill impairment         --           --         --
    U.S. taxes on accumulated earnings of
     Canadian leasing operation                    --           --         --
    Provision for loan losses in excess
     of net charge-offs                         $(244)       $(153)     $(.39)
    Net (losses) gains from principal
     investing                                      6            3        .01
    Severance and other exit costs                (24)         (14)      (.04)
    Realized and unrealized losses on
     loan and securities portfolios held
     for sale or trading                          (30)         (19)      (.05)
    (Charges) credits related to leveraged
     lease tax litigation                          --           --         --
    Reversal of Honsador litigation reserve        --           --         --
    Liability to Visa                             (64)         (40)      (.10)


    (a) Represents $120 million of previously accrued interest recovered in
        connection with Key's opt-in to the IRS global tax settlement.

    (b) Includes $54 million ($33 million after tax) of derivative-related
        charges recorded as a result of market disruption caused by the
        failure of Lehman Brothers.

    EPS = Earnings per diluted common share



    SUMMARY OF CONTINUING OPERATIONS

Key's taxable-equivalent net interest income was $646 million for the fourth quarter of 2008, compared to $750 million for the year-ago quarter. Average earning assets rose by $7.214 billion, or 8%, due primarily to growth in commercial loans and the January 1 acquisition of U.S.B. Holding Co., Inc., which added approximately $1.5 billion to Key's loan portfolio. Additionally, Key experienced an increase in short-term investments, reflecting actions taken by the Federal Reserve to begin paying interest on depository institutions' reserve balances effective October 1, 2008. The net interest margin for the current quarter declined to 2.76% from 3.48% for the fourth quarter of 2007. Approximately 21 basis points of the reduction was attributable to the decrease in net interest income caused by recalculations of income recognized on leveraged leases contested by the IRS. Additionally, net interest income for the fourth quarter of 2007 benefited from an $18 million lease accounting adjustment that contributed approximately 9 basis points to the net interest margin. Also contributing to the lower net interest margin were tighter loan spreads caused by elevated funding costs, the increase in lower-yielding short-term investments and a higher level of nonperforming assets.

Compared to the third quarter of 2008, taxable-equivalent net interest income decreased by $59 million and the net interest margin declined by 37 basis points. Average earning assets were up $3.301 billion, or 4%, reflecting an increase in short-term investments. The reductions in net interest income and the net interest margin were due largely to tighter loan spreads resulting from elevated funding costs, an increase in lower-yielding short-term investments and a higher level of nonperforming assets. In addition, these performance measures for the fourth quarter of 2008 were adversely affected by an agreement reached with the IRS on all material aspects related to the IRS global tax settlement pertaining to certain leveraged lease financing transactions. As a result of this agreement and in accordance with applicable accounting standards, Key was required to recalculate the lease income recognized from inception for all of the contested leases. This recalculation reduced Key's net interest income and net interest margin for the current quarter by $18 million and 8 basis points, respectively. Additionally, Key recorded an after-tax recovery of $120 million for previously accrued interest on the disputed tax balances. The Company expects to execute a final closing agreement with the IRS during the first quarter of 2009.

Key's noninterest income was $399 million for the fourth quarter of 2008, compared to $488 million for the year-ago quarter. The decrease reflects net losses of $33 million from principal investing in the fourth quarter of 2008, compared to net gains of $6 million for the same period last year. Also, during the fourth quarter of 2008, Key recorded net losses (included in miscellaneous income) of $39 million related to the volatility associated with the hedge accounting applied to debt instruments, compared to net gains of $3 million in the year-ago quarter. The majority of the net losses are attributable to the restructuring of certain cash collateral arrangements for hedges that reduced exposure to counterparty risk and lowered the cost of borrowings. Additionally, Key's income from investment banking and capital markets activities includes $32 million in losses from investments made by the Private Equity unit within Key's Real Estate Capital and Corporate Banking Services line of business, compared to losses of $23 million in the fourth quarter of 2007. Key also experienced a $16 million decrease in letter of credit and loan fees caused by weakness in the economy. These factors were partially offset by a $7 million increase in income from trust and investment services. In addition, Key had net gains of $3 million from loan sales and write-downs in the current quarter, compared to net losses of $6 million for the same period last year.

The major components of Key's fee-based income for the past five quarters are shown in the following table.





    Fee-Based Income - Major Components

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

    Trust and investment services income   $138   $133   $138   $129   $131
    Service charges on deposit accounts      90     94     93     88     90
    Operating lease income                   64     69     68     69     72
    Letter of credit and loan fees           42     53     51     37     58
    Corporate-owned life insurance income    33     28     28     28     37
    Electronic banking fees                  25     27     27     24     25
    Insurance income                         15     15     20     15     10
    Investment banking and capital
     markets income (loss)                    6    (31)    80      8     12
    Net (losses) gains from principal
     investing                              (33)   (24)   (14)     9      6

Compared to the third quarter of 2008, noninterest income increased by $11 million. Included in third quarter results are $54 million of derivative- related charges recorded as a result of market disruption caused by the failure of Lehman Brothers, and $31 million of realized and unrealized losses from the residential properties segment of the construction loan portfolio. Excluding these items, noninterest income was down $74 million, due primarily to the $39 million of negative ineffective income recorded during the fourth quarter in connection with the previously mentioned restructuring of the cash collateral arrangements for hedges. Adjusting for the derivative-related charges discussed above, income from investment banking and capital markets activities was down $17 million, reflecting a $25 million increase in losses from investments made by the Private Equity unit. Also contributing to the decrease in noninterest income were an $11 million reduction in letter of credit and loan fees, and a $9 million increase in net losses from principal investing. These factors were partially offset by increases of $5 million in income from both trust and investment services, and corporate-owned life insurance.

Key's noninterest expense was $1.303 billion for the fourth quarter of 2008, compared to $896 million for the same period last year. Noninterest expense for the current quarter was adversely affected by a goodwill impairment charge of $465 million, while results for the fourth quarter of 2007 include a $64 million charge for the estimated fair value of Key's liability to Visa Inc. at that time. Excluding these items, noninterest expense was up $6 million, or less than 1%. Personnel expense rose by $12 million as higher incentive compensation accruals and an increase in stock- based compensation more than offset decreases in both salaries and costs associated with employee benefits. Included in noninterest expense for the fourth quarter of 2008 is $31 million of severance and other exit costs, including $8 million of expense recorded in connection with Key's previously reported decision to limit new student loans to those backed by government guarantee. On an adjusted basis, nonpersonnel expense decreased by $6 million, due primarily to a $5 million credit for losses on lending-related commitments in the current quarter, compared to a $25 million provision in the fourth quarter of 2007. This favorable change was offset in part by increases in professional fees and marketing expense of $13 million and $9 million, respectively. Professional fees rose as a result of higher costs associated with collection efforts.

Compared to the third quarter of 2008, noninterest expense increased by $541 million. Excluding the goodwill impairment charge in the fourth quarter and the $23 million third quarter reversal of the remaining litigation reserve associated with the Honsador litigation, noninterest expense was up $53 million. Personnel expense grew by $30 million, due largely to higher incentive compensation accruals and an increase in severance expense. As previously noted, noninterest expense for the current quarter includes severance and other exit costs of $31 million, while results for the third quarter include $19 million of such costs, including $10 million of expense recorded in connection with Key's decision to exit direct and indirect retail and floor-plan lending for marine and recreational vehicle products. On an adjusted basis, nonpersonnel expense was up $23 million, reflecting a $16 million increase in professional fees and a $5 million credit for losses on lending-related commitments in the current quarter, compared to an $8 million provision in the prior quarter.

ASSET QUALITY

Key's provision for loan losses from continuing operations was $594 million for the fourth quarter of 2008, compared to $363 million for the year-ago quarter and $407 million for the third quarter of 2008. Key's provision for loan losses for the fourth quarter of 2008 exceeded its net loan charge-offs by $252 million as the Company continued to build reserves in a weak economy.

As previously reported, Key has 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. Key's ability to sell these loans has been hindered by continued disruption in the financial markets which has precluded the ability of certain potential buyers to obtain the necessary funding. As shown in the following table, the balance of this portfolio has been reduced to $88 million at December 31, 2008, primarily as a result of cash proceeds from loan sales, transfers to other real estate owned ("OREO"), and both realized and unrealized losses. Key will continue to pursue the sale or foreclosure of the remaining loans, all of which are on nonperforming status.





    Loans Held for Sale - Residential Properties Segment of Construction Loan
    Portfolio

    in millions
    Balance at September 30, 2008              $133
    Cash proceeds from loan sales               (10)
    Loans transferred to OREO                   (14)
    Realized and unrealized losses              (14)
    Payments                                     (7)
    Balance at December 31, 2008                $88

Selected asset quality statistics for Key for each of the past five quarters are presented in the following table.





    Selected Asset Quality Statistics

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

    Net loan charge-offs                 $342    $273    $524    $121    $119
    Net loan charge-offs to average
     loans from continuing operations    1.77%   1.43%   2.75%    .67%    .67%
    Nonperforming loans at period end  $1,225    $967    $814  $1,054    $687
    Nonperforming loans to period-end
     portfolio loans                     1.60%   1.26%   1.07%   1.38%    .97%
    Nonperforming assets at
     period end                        $1,464  $1,239  $1,210  $1,115    $764
    Nonperforming assets to
     period-end portfolio loans plus
    OREO and other nonperforming
     assets                              1.91%   1.61%   1.59%   1.46%   1.08%
    Allowance for loan losses          $1,803  $1,554  $1,421  $1,298  $1,200
    Allowance for loan losses to
     period-end loans                    2.36%   2.03%   1.87%   1.70%   1.69%
    Allowance for loan losses to
     nonperforming loans               147.18  160.70  174.57  123.15  174.67

Net loan charge-offs for the quarter totaled $342 million, or 1.77% of average loans from continuing operations, compared to $119 million, or .67%, for the same period last year and $273 million, or 1.43%, for the previous quarter. In the current quarter, the Company experienced an increase in commercial loan net charge-offs related to automobile and marine floor plan lending, and the media segment within Institutional Banking. Key's consumer segments, with the exception of education lending, also experienced increases. The net charge-offs in the commercial real estate portfolio reflect continued weakness in the housing market, while those in the other portfolios are attributable to weakness in the economic environment. As shown in the table below, Key's exit loan portfolio accounted for $139 million, or 41%, of Key's total net loan charge-offs for the fourth quarter of 2008.

Key's net loan charge-offs by loan type for each of the past five quarters are shown in the following table.





    Net Loan Charge-offs

    dollars in millions                4Q08    3Q08    2Q08   1Q08   4Q07
    Commercial, financial and
     agricultural                      $119     $62     $61    $36    $35
    Real estate - commercial mortgage    43      20      15      4      1
    Real estate - construction           49      79     339 (a) 25     44
    Commercial lease financing           21      19      14      9      6
       Total commercial loans           232     180     429     74     86
    Home equity - Community Banking      14       9       9      8      6
    Home equity - National Banking       17      12      10      7      6
    Marine                               25      16      10     16      8
    Education                            33      40      54 (b)  2      2
    Other                                21      16      12     14     11
       Total consumer loans             110      93      95     47     33
       Total net loan charge-offs      $342    $273    $524   $121   $119

    Net loan charge-offs to average
     loans from continuing operations  1.77%   1.43%   2.75%   .67%   .67%

    (a) During the second quarter of 2008, Key transferred $384 million of
        commercial real estate loans ($719 million of primarily construction
        loans, net of $335 million in net charge-offs) from the loan portfolio
        to held-for-sale status.

    (b) On March 31, 2008, Key transferred $3.284 billion of education loans
        from loans held for sale to the loan portfolio.

At December 31, 2008, Key's nonperforming loans totaled $1.225 billion and represented 1.60% of period-end portfolio loans, compared to 1.26% at September 30, 2008, and .97% at December 31, 2007. Nonperforming assets at December 31, 2008, totaled $1.464 billion and represented 1.91% of portfolio loans, other real estate owned and other nonperforming assets, compared to 1.61% at September 30, 2008, and 1.08% at December 31, 2007. Almost 70% of the increase in commercial loans on nonperforming status during the fourth quarter of 2008 was attributable to automobile and marine floor plan lending. Approximately 35% of the increase in the construction portfolio relates to residential properties in the exit loan portfolio. As shown in the Exit Loan portfolio table below, Key's exit loan portfolio accounted for $481 million, or 33%, of Key's total nonperforming assets for the fourth quarter of 2008. The decrease in nonperforming loans held for sale and the increase in OREO and other nonperforming assets during the fourth quarter were due in part to the previously discussed activity in the residential properties segment of Key's construction loan portfolio.

The following table illustrates the trend in Key's nonperforming assets by loan type over the past five quarters.





    Nonperforming Assets

    dollars in millions                    4Q08    3Q08    2Q08    1Q08  4Q07
    Commercial, financial and
     agricultural                          $415    $309    $259    $147   $84
    Real estate - commercial mortgage       128     119     107     113    41
    Real estate - construction              436     334     256     610   415
    Commercial lease financing               81      55      57      38    28
    Total consumer loans                    165     150     135     146   119
       Total nonperforming loans          1,225     967     814   1,054   687
    Nonperforming loans held for sale        90     169     342       9    25
    OREO and other nonperforming assets     149     103      54      52    52
       Total nonperforming assets        $1,464  $1,239  $1,210  $1,115  $764

    Nonperforming loans to period-end
     portfolio loans                       1.60%   1.26%   1.07%   1.38%  .97%
    Nonperforming assets to period-end
     portfolio loans, plus OREO and
     other nonperforming assets            1.91    1.61    1.59    1.46  1.08

The composition of Key's exit loan portfolio at December 31, 2008, the net charge-offs recorded on this portfolio for the fourth quarter and the nonperforming status of these loans at December 31 are shown in the following table. This portfolio, which decreased by $300 million from September 30, 2008, accounted for 41% of Key's net loan charge-offs for the fourth quarter of 2008 and 33% of nonperforming assets outstanding at the end of the year.





    Exit Loan Portfolio
                                                                    Balance on
                                             Balance    Net Loan Nonperforming
                                      Outstanding at Charge-offs     Status at
    in millions                             12-31-08        4Q08      12-31-08

    Residential properties -- homebuilder      $883         $47          $254
    Residential properties -- held for sale      88          --            88
       Total residential properties             971          47           342
     Marine and RV floor plan                   945          14            91
       Total commercial loans                 1,916          61           433
     Private education                        2,871          33            --
     Home equity -- National Banking          1,051          17            15
     Marine                                   3,401          25            26
     RV and other consumer                      283           3             7
       Total consumer loans                   7,606          78            48
       Total loans in exit portfolios        $9,522        $139          $481

Key's allowance for loan losses was $1.803 billion, or 2.36% of loans outstanding, at December 31, 2008, compared to $1.554 billion, or 2.03%, at September 30, 2008, and $1.200 billion, or 1.69%, at December 31, 2007.

CAPITAL

Key's capital ratios, as presented in the following table, continued to exceed all "well-capitalized" regulatory benchmarks at December 31, 2008.





    Capital Ratios
                                    12-31-08 9-30-08 6-30-08 3-31-08 12-31-07
    Tier 1 risk-based capital (a)     10.81%   8.55%   8.53%   8.33%   7.44%
    Total risk-based capital (a)      14.67   12.40   12.41   12.34   11.38
    Tangible equity to tangible
     assets                            8.92    6.95    6.98    6.85    6.58

     (a) 12-31-08 ratio is estimated.

During the fourth quarter, Key bolstered its capital position by $2.500 billion through participation in the U.S. Treasury's Capital Purchase Program. In accordance with standardized terms, Key issued $2.414 billion, or 25,000 shares, of cumulative preferred stock, Series B, with a liquidation preference of $100,000 per share, and 35.2 million common stock warrants with a carrying amount of $87 million to the U.S. Treasury. Additionally, Key reduced its quarterly dividend per common share from $.1875 to $.0625, effective with the December 15, 2008, dividend payment.

During the fourth quarter, Key also reissued .2 million of its common shares under employee benefit plans. There was no repurchase activity by Key during the fourth quarter, and the Company currently does not anticipate any share repurchase activity in the foreseeable future.

Transactions 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                     4Q08     3Q08     2Q08     1Q08     4Q07
   Shares outstanding at
    beginning of period           494,765  485,662  400,071  388,793  388,708
   Common shares issued                --    7,066   85,106       --       --
   Shares reissued to acquire
    U.S.B. Holding Co., Inc.           --       --       --    9,895       --
   Shares reissued under
    employee benefit plans            237    2,037      485    1,383       85
   Shares outstanding at end of
    period                        495,002  494,765  485,662  400,071  388,793


    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
                                                                    4Q08 vs.
    dollars in millions                  4Q08    3Q08    4Q07    3Q08    4Q07
    Revenue from continuing
     operations (TE)
    Community Banking                  $644    $653    $653    (1.4)%   (1.4)%
    National Banking (a)                539     487     610    10.7    (11.6)
    Other Segments                      (78)    (17)     17  (358.8)    N/M
       Total Segments                 1,105   1,123   1,280    (1.6)   (13.7)
    Reconciling Items                   (60)    (30)    (42) (100.0)   (42.9)
       Total                         $1,045  $1,093  $1,238    (4.4)%  (15.6)%

    (Loss) income from continuing
     operations
    Community Banking                   $33     $95    $112   (65.3)%  (70.5)%
    National Banking (a)               (662)   (130)    (67) (409.2)  (888.1)
    Other Segments (b)                  (41)      9      21     N/M     N/M
       Total Segments                  (670)    (26)     66     N/M     N/M
    Reconciling Items (c)               146     (10)    (44)    N/M     N/M
       Total                          $(524)   $(36)    $22     N/M     N/M

    (a) National Banking's results for the fourth quarter of 2008 include a
        $465 million ($420 million after tax) noncash charge for goodwill
        impairment.  For the third quarter of 2008, National Banking's results
        include $54 million ($33 million after tax) of derivative-related
        charges recorded as a result of market disruption caused by the
        failure of Lehman Brothers.

    (b) Other Segments' results for the third quarter of 2008 include a
        $23 million ($14 million after tax) credit, representing the reversal
        of the remaining litigation reserve associated with the Honsador
        litigation, which was settled in September 2008.

    (c) Reconciling Items for the fourth quarter of 2008 include $120 million
        of previously accrued interest recovered in connection with Key's
        opt-in to the IRS global tax settlement.  For the third quarter of
        2008, Reconciling Items include a $30 million charge to income taxes
        for the interest cost associated with the leveraged lease tax
        litigation.  Reconciling Items for the fourth quarter of 2007 include
        a $64 million ($40 million after tax) charge, representing the fair
        value of Key's potential liability to Visa Inc. at that time.

    TE = Taxable Equivalent, N/M = Not Meaningful



    Community Banking
                                                              Percent change
                                                                  4Q08 vs.
    dollars in millions                4Q08     3Q08     4Q07   3Q08   4Q07
    Summary of operations
       Net interest income (TE)        $452     $440     $434    2.7%    4.1%
       Noninterest income               192      213      219   (9.9)  (12.3)
       Total revenue (TE)               644      653      653   (1.4)   (1.4)
       Provision for loan losses        102       56       36   82.1   183.3
       Noninterest expense              489      445      438    9.9    11.6
       Income before income taxes (TE)   53      152      179  (65.1)  (70.4)
       Allocated income taxes and TE
        adjustments                      20       57       67  (64.9)  (70.1)
       Net income                       $33      $95     $112  (65.3)% (70.5)%

    Average balances
       Loans and leases             $29,157  $28,872  $27,234    1.0%    7.1%
       Total assets                  32,353   31,955   29,978    1.2     7.9
       Deposits                      51,055   50,384   47,261    1.3     8.0

    Assets under management at
     period end                     $15,486  $18,278  $21,592  (15.3)% (28.3)%


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




                                                              Percent change
    Additional Community Banking Data                             4Q08 vs.
    dollars in millions                4Q08     3Q08     4Q07   3Q08   4Q07

    Average deposits outstanding
    NOW and money market deposit
     accounts                       $17,700  $19,507  $20,471  (9.3)% (13.5)%
    Savings deposits                  1,695    1,752    1,514  (3.3)   12.0
    Certificates of deposit
     ($100,000 or more)               8,012    6,875    4,918  16.5    62.9
    Other time deposits              14,558   13,103   11,454  11.1    27.1
    Deposits in foreign office          980    1,193    1,254 (17.9)  (21.9)
    Noninterest-bearing deposits      8,110    7,954    7,650   2.0     6.0
       Total deposits               $51,055  $50,384  $47,261   1.3%    8.0%

    Home equity loans
    Average balance                 $10,036   $9,887   $9,658
    Weighted-average loan-to-
     value ratio                         70%      70%      70%
    Percent first lien positions         54       54       57

    Other data
    Branches                            986      986      955
    Automated teller machines         1,478    1,479    1,443


Community Banking Summary of Operations

Community Banking recorded net income of $33 million for the fourth quarter of 2008, compared to $112 million for the year-ago quarter. Increases in the provision for loan losses and noninterest expense, coupled with a decrease in noninterest income caused the decline, and more than offset an increase in net interest income.

Taxable-equivalent net interest income rose by $18 million, or 4%, from the fourth quarter of 2007. The increase was attributable to a $1.905 billion, or 7%, rise in average earning assets, due largely to growth in the commercial loan portfolio, and a $3.794 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.

Noninterest income decreased by $27 million, or 12%, from the year-ago quarter as a result of lower income from both trust and investment services caused by declines in the financial markets, a reduction in service charges on deposit accounts, an increase in the reserve for default losses on client derivatives stemming primarily from the declining interest rate environment, and gains from the sales of securities recorded during the fourth quarter of 2007.

The provision for loan losses rose by $66 million compared to the fourth quarter of 2007, reflecting a $35 million increase in net loan charge-offs. Community Banking's provision for loan losses for the fourth quarter of 2008 exceeded its net loan charge-offs by $36 million, as the Company continued to build reserves in a weak economy.

Noninterest expense increased by $51 million, or 12%, from the year-ago quarter as a result of increases in marketing and personnel expense, higher occupancy costs, a rise in internally allocated overhead and smaller increases in a variety of other expense components.

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
                                                                  4Q08 vs.
    dollars in millions               4Q08     3Q08     4Q07    3Q08    4Q07
    Summary of operations
       Net interest income (TE)       $299     $327     $387    (8.6)% (22.7)%
       Noninterest income              240      160(a)   223    50.0     7.6
       Total revenue (TE)              539      487      610    10.7   (11.6)
       Provision for loan losses       489      350      327    39.7    49.5
       Noninterest expense             830(a)   342      388   142.7   113.9
       Loss from continuing
        operations before income
        taxes (TE)                    (780)    (205)    (105) (280.5) (642.9)
       Allocated income taxes and
        TE adjustments                (118)     (75)     (38)  (57.3) (210.5)
       Loss from continuing
        operations                    (662)    (130)     (67) (409.2) (888.1)
       Income from discontinued
        operations, net of taxes        --       --        3      --  (100.0)
       Net loss                      $(662)   $(130)    $(64) (409.2)% 934.4%

    Average balances from
     continuing operations
       Loans and leases            $47,474  $47,075  $42,040      .8%   12.9%
       Loans held for sale           1,404    1,651    4,709   (15.0)  (70.2)
       Total assets                 56,996   56,183   53,335     1.4     6.9
       Deposits                     12,305   12,439   12,622    (1.1)   (2.5)

    Assets under management at
     period end                    $49,231  $58,398  $63,850   (15.7)% (22.9)%

    (a) National Banking's results for the fourth quarter of 2008 include a
        $465 million ($420 million after tax) noncash charge for goodwill
        impairment.  For the third quarter of 2008, National Banking's results
        include $54 million ($33 million after tax) of derivative-related
        charges recorded as a result of market disruption caused by the
        failure of Lehman Brothers.

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

National Banking Summary of Continuing Operations

National Banking recorded a loss of $662 million from continuing operations for the fourth quarter of 2008, compared to a loss of $67 million for the same period one year ago. During the fourth quarter of 2008, results were adversely affected by a goodwill impairment charge of $465 million ($420 million, after tax), which resulted from a reduction in the fair value of net assets caused by weakness in the financial markets. Also contributing to the less favorable results was a substantially higher provision for loan losses and lower net interest income, offset in part by growth in noninterest income.

Taxable-equivalent net interest income decreased by $88 million, or 23%, from the fourth quarter of 2007, due primarily to the reduction caused by recalculations of income recognized on leveraged leases contested by the IRS. Also contributing to the decrease were tighter loan and deposit spreads, and a higher level of nonperforming assets. Average loans and leases grew by $5.434 billion, or 13%, while the level of average deposits was down $317 million, or 3%, from the year-ago quarter. Contributing to the loan growth was the March 31, 2008, transfer of $3.284 billion of education loans from loans held for sale to the loan portfolio.

Noninterest income rose by $17 million, or 8%, from the fourth quarter of 2007. The improvement reflects a $9 million increase in income from trust and investment services, a $13 million increase in gains on leased equipment, and net loan sale gains of $1 million in the current year, compared to net losses of $9 million in the year-ago quarter. These improvements were partially offset by a $16 million decrease in loan fees.

The provision for loan losses rose by $162 million, due primarily to higher levels of net loan charge-offs from the commercial, commercial real estate, education and marine loan portfolios. National Banking's provision for loan losses for the fourth quarter of 2008 exceeded its net loan charge-offs by $213 million, as the Company continued to build reserves in a weak economy.

Excluding the goodwill impairment charge recorded during the fourth quarter of 2008, noninterest expense decreased by $23 million, or 6%, from the fourth quarter of 2007, reflecting a $7 million credit for losses on lending-related commitments in the current quarter, compared to a $22 million provision in the fourth quarter of 2007.

Other Segments

Other segments consist of Corporate Treasury and Key's Principal Investing unit. These segments generated a net loss of $41 million for the fourth quarter of 2008, compared to net income of $21 million for the same period last year. These results reflect net losses of $33 million from principal investing in the fourth quarter of 2008, compared to net gains of $6 million for the same period last year. Additionally, during the fourth quarter of 2008, Key recorded net losses of $39 million related to the volatility associated with the hedge accounting applied to debt instruments, compared to net gains of $3 million in the year-ago quarter. The majority of the net losses are attributable to the restructuring of certain cash collateral arrangements for hedges that reduced exposure to counterparty risk and lowered the cost of borrowings.



    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 provides government guaranteed education loans to students and their parents, and processes tuition payments for private schools. Through its Commercial Floor Plan Lending unit, this line of business also finances inventory for automobile dealers. In October 2008, Consumer Finance exited direct and indirect retail and floor-plan lending for marine and recreational vehicle products and began to limit new education loans to those backed by government guarantee. It continues to service existing loans in these portfolios and to honor existing education loan commitments. These actions are consistent with Key's strategy of de-emphasizing nonrelationship or out-of-footprint businesses.

Cleveland-based KeyCorp is one of the nation's largest bank-based financial services companies, with assets of $105 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 986 branches and additional offices; a network of 1,478 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 earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial condition, results of operations, earnings outlook, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only management's current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Key's control. Key's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements.

Factors that may cause actual results to differ materially include, among other things: (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) continuation of the recent deterioration 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) continued disruption in the housing markets and related conditions in the financial markets; (7) increased competitive pressure among financial services companies due to the recent consolidation of competing financial institutions and the conversion of certain investment banks to bank holding companies; (8) heightened legal standards and regulatory practices, requirements or expectations; (9) the inability to successfully execute strategic initiatives designed to grow revenues and/or manage expenses; (10) increased FDIC deposit insurance premiums; (11) consummation of significant business combinations or divestitures; (12) operational or risk management failures due to technological or other factors; (13) changes in accounting or tax practices or requirements; (14) new legal obligations or liabilities or unfavorable resolution of litigation; and (15) disruption in the economy and general business climate as a result of terrorist activities or military actions.

For additional information on KeyCorp and the factors that could cause Key's actual results or financial condition to differ materially from those described in the forward-looking statements consult Key's Annual Report on Form 10-K for the year ended December 31, 2007, and subsequent filings with the Securities and Exchange Commission available on the Securities and Exchange Commission's website (www.sec.gov). 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.

ADD: /FIRST AND FINAL ADD -- CLTH007 -- KeyCorp Earnings/


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

                                                  Three months ended
                                           12-31-08     9-30-08    12-31-07
    Summary of operations
      Net interest income (TE)                 $646 (a)    $705 (a)    $750
      Noninterest income                        399         388         488
        Total revenue (TE)                    1,045       1,093       1,238
      Provision for loan losses                 594         407         363
      Noninterest expense                     1,303         762         896
      (Loss) income from continuing
       operations                              (524)        (36)         22
      Income from discontinued operations,
       net of taxes (b)                         ---         ---           3
      Net (loss) income                        (524)(a)     (36)(a)      25
      Net (loss) income applicable to
       common shares                           (554)        (48)         25

    Per common share
      (Loss) income from continuing
       operations                            $(1.13)      $(.10)       $.06
      (Loss) income from continuing
       operations - assuming dilution         (1.13)       (.10)        .06
      Income from discontinued operations (b)   ---         ---         .01
      Income from discontinued operations -
       assuming dilution (b)                    ---         ---         .01
      Net (loss) income                       (1.13)       (.10)        .06
      Net (loss) income - assuming dilution   (1.13)(a)    (.10)(a)     .06
      Cash dividends paid                     .0625       .1875        .365
      Book value at period end                14.97       16.16       19.92
      Tangible book value at period end       12.41       12.66       16.39
      Market price at period end               8.52       11.94       23.45

    Performance ratios - from continuing
    operations
      Return on average total assets          (1.93)%      (.14)%       .09 %
      Return on average common equity        (27.65)      (2.36)       1.11
      Return on average total equity         (21.08)      (1.64)       1.11
      Net interest margin (TE)                 2.76        3.13        3.48

    Performance ratios - from consolidated
     operations
      Return on average total assets          (1.93)%(a)   (.14)%(a)    .10 %
      Return on average common equity        (27.65)(a)   (2.36)(a)    1.26
      Return on average total equity         (21.08)(a)   (1.64)(a)    1.26
      Net interest margin (TE)                 2.76 (a)    3.13 (a)    3.48

    Capital ratios at period end
      Equity to assets                        10.03 %      8.54 %      7.89 %
      Tangible equity to tangible assets       8.92        6.95        6.58
      Tangible common equity to tangible
       assets                                  5.95        6.29        6.58
      Tier 1 risk-based capital (c)           10.81        8.55        7.44
      Total risk-based capital (c)            14.67       12.40       11.38
      Leverage (c)                            11.03        9.28        8.39

    Asset quality
      Net loan charge-offs                     $342        $273        $119
      Net loan charge-offs to average loans
       from continuing operations              1.77 %      1.43 %       .67 %
      Allowance for loan losses              $1,803      $1,554      $1,200
      Allowance for loan losses to period-
       end loans                               2.36 %      2.03 %      1.69 %
      Allowance for loan losses to
       nonperforming loans                   147.18      160.70      174.67
      Nonperforming loans at period end      $1,225        $967        $687
      Nonperforming assets at period end      1,464       1,239         764
      Nonperforming loans to period-end
       portfolio loans                         1.60 %      1.26 %       .97 %
      Nonperforming assets to period-end
       portfolio loans plus
        OREO and other nonperforming assets    1.91        1.61        1.08

    Trust and brokerage assets
      Assets under management               $64,717     $76,676     $85,442
      Nonmanaged and brokerage assets        22,728      27,187      33,918

    Other data
      Average full-time equivalent
       employees                             17,697      18,098      18,500
      Branches                                  986         986         955

    Taxable-equivalent adjustment                $7          $6         $40



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

                                               Twelve months ended
                                          12-31-08            12-31-07
    Summary of operations
      Net interest income (TE)             $1,955 (a)          $2,868
      Noninterest income                    1,870               2,229
        Total revenue (TE)                  3,825               5,097
      Provision for loan losses             1,835                 529
      Noninterest expense                   3,578               3,248
      (Loss) income from continuing
       operations                          (1,468)                941
      Loss from discontinued operations,
       net of taxes (b)                       ---                 (22)
      Net (loss) income                    (1,468)(a)             919
      Net (loss) income applicable to
       common shares                       (1,510)                919

    Per common share
      (Loss) income from continuing
       operations                          $(3.36)              $2.40
      (Loss) income from continuing
       operations - assuming dilution       (3.36)               2.38
      Loss from discontinued
       operations (b)                         ---                (.06)
      Loss from discontinued operations -
       assuming dilution (b)                  ---                (.05)
      Net (loss) income                     (3.36)               2.35
      Net (loss) income - assuming
       dilution                             (3.36)(a)            2.32
      Cash dividends paid                    1.00                1.46

    Performance ratios - from continuing
     operations
      Return on average total assets        (1.41)%               .99 %
      Return on average common equity      (18.32)              12.19
      Return on average total equity       (16.45)              12.19
      Net interest margin (TE)               2.16                3.46

    Performance ratios - from consolidated
     operations
      Return on average total assets        (1.41)% (a)           .97 %
      Return on average common equity      (18.32)(a)           11.90
      Return on average total equity       (16.45)(a)           11.90
      Net interest margin (TE)               2.16 (a)            3.46

    Asset quality
      Net loan charge-offs                 $1,260                $275
      Net loan charge-offs to average
       loans from continuing operations      1.67 %               .41 %

    Other data
      Average full-time equivalent
       employees                           18,095              18,934

    Taxable-equivalent adjustment           $(454)                $99

    (a) The following table entitled "GAAP to Non-GAAP Reconciliations"
        presents certain earnings data and performance ratios, excluding
        (credits) charges related to the tax treatment of certain leveraged
        lease financing transactions disallowed by the Internal Revenue
        Service, and the charge resulting from Key's annual goodwill
        impairment testing completed during the fourth quarter of 2008.  The
        table reconciles certain GAAP performance measures to the
        corresponding 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) 12-31-08 ratio is estimated.

    TE = Taxable Equivalent



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

       During the fourth quarter of 2008, Key recorded an after-tax credit of
       $120 million, or $.24 per common share, in connection with its opt-in
       to the IRS global tax settlement.  As a result of an adverse federal
       court decision 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 $30 million, or $.06 per
       common share, during the third quarter of 2008 and $1.011 billion, or
       $2.43 per common share, during the second quarter of 2008.  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 $.10 per common share.

       Additionally, during the fourth quarter of 2008, Key recorded an after-
       tax charge of $420 million, or $.85 per common share, as a result of
       its annual goodwill impairment testing.  During the third quarter of
       2008, Key recorded an after-tax charge of $4 million, or $.01 per
       common share, as a result of goodwill impairment related to
       management's decision to limit new education loans.

       The table below presents certain earnings data and performance ratios,
       excluding these (credits) charges (non-GAAP), reconciles the GAAP
       performance measures to the corresponding 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.



                                                                       Twelve
                                                                       months
                                               Three months ended      ended
                                  12-31-08  9-30-08  6-30-08  3-31-08 12-31-08
       Net income
        Net (loss) income (GAAP)   $(524)    $(36) $(1,126)    $218  $(1,468)
        (Credits) charges related
         to leveraged lease tax
         litigation, after tax      (120)      30    1,011       38      959
        Charges related to
         goodwill impairment,
         after tax                   420        4      ---      ---      424
        Net (loss) income,
         excluding (credits)
         charges related to leveraged
         lease tax litigation and
         goodwill impairment
         (non-GAAP)                $(224)     $(2)   $(115)    $256     $(85)

        Preferred dividends          $30      $12      ---      ---      $42

        Net (loss) income applicable
         to common shares (GAAP)   $(554)    $(48) $(1,126)    $218  $(1,510)
        Net (loss) income
         applicable to common shares,
         excluding (credits) charges
         related to leveraged lease
         tax litigation and goodwill
         impairment (non-GAAP)      (254)     (14)    (115)     256     (127)

       Per common share
        Net (loss) income -
         assuming dilution (GAAP) $(1.13)   $(.10)  $(2.70)    $.54   $(3.36)
        Net (loss) income,
         excluding (credits)
         charges related to
         leveraged lease tax
         litigation and goodwill
         impairment - assuming
         dilution (non-GAAP)        (.52)    (.03)    (.28)