425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 22, 2009

(Exact name of registrant as specified in charter)

001-11302

(Commission File Number)

OHIO	34-6542451
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

127 Public Square

Cleveland, Ohio 44114-1306

(Address of principal executive offices and zip code)

(216) 689-6300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Reference is made to KeyCorp’s Form S-4 Registration Statement (Reg. No. 333-159490), as amended, pertaining to KeyCorp’s Offer to Exchange (the “Exchange Offer”) up to 158,518,835 Common Shares of KeyCorp for any and all trust preferred securities of KeyCorp Capital V, KeyCorp Capital VI, KeyCorp Capital VIII, KeyCorp Capital IX, and KeyCorp Capital X (collectively, the “Trust Preferred Securities”). Reference is also made to KeyCorp’s Form 8-K (Item 8.01) filing dated July 22, 2009, in which KeyCorp reported that it had amended its previously announced Exchange Offer of Common Shares for any and all Trust Preferred Securities to reduce the amount of Trust Preferred Securities that will be accepted for exchange from $1,740,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities to a maximum total of $500,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities. The maximum number of KeyCorp Common Shares that may be issued in the Exchange Offer remains unchanged at 158,518,835 shares. If upon expiration of the Exchange Offer KeyCorp receives in excess of $500,000,000 in aggregate liquidation preference of outstanding Trust Preferred Securities, KeyCorp will determine the liquidation preference of Trust Preferred Securities that will be accepted from each tendering holder in the Exchange Offer on a pro rata basis (based upon the proportion the Trust Preferred Securities to be accepted for exchange bears to the total number of Trust Preferred Securities validly tendered by all tendering holders). All other terms of the Exchange Offer remain unchanged.

Consistent with the amendment to limit the overall maximum liquidation preference of Trust Preferred Securities to be accepted in the Exchange Offer, KeyCorp is hereby filing revised pro forma financial information to reflect that limit and also to give effect to and show the pro forma impact of the Exchange Offer on its financial condition and earnings as of and for the six-month period ended June 30, 2009, and as of and for the fiscal year ended December 31, 2008. Such information is filed as Exhibit 99.1 hereto and is incorporated by reference.

Capitalized terms used but not otherwise defined herein and in Exhibit 99.1 shall have the same meanings attributed to such terms as set forth in the Prospectus dated July 7, 2009 filed in the Form S-4 Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Unaudited Pro Forma Financial Information

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KEYCORP
	(Registrant)
Date: July 24, 2009	/s/ Daniel R. Stolzer
	By:	Daniel R. Stolzer
		Vice President and Deputy General Counsel

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following selected unaudited pro forma financial information has been presented to give effect to and show the pro forma impact of the Exchange Offer on our financial condition and earnings as of and for the fiscal year ended December 31, 2008, and as of and for the six-month period ended June 30, 2009.

The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily indicate the financial position or results that would have been realized had the Exchange Offer been completed as of the dates indicated or that will be realized in the future when and if the Exchange Offer is consummated. The selected unaudited pro forma financial information has been derived from, and should be read in conjunction with, our summary historical consolidated financial information included in the Prospectus and our historical consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2008 and our Current Report on Form 8-K (Items 2.02 and 9.01) for the six-month period ended June 30, 2009, filed with the SEC on July 22, 2009.

Our unaudited pro forma consolidated balance sheets as of June 30, 2009 have been presented as if the Exchange Offer had been completed on June 30, 2009 and our pro forma consolidated statements of income have been presented as if the Exchange Offer had been completed on January 1, 2008.

For purposes of the pro forma presentations for the year ended December 31, 2008 and period ended June 30, 2009, and as of June 30, 2009, we have assumed that the Average VWAP per share of our Common Shares is $5.21, which we determined assuming the Pricing Date for the determination of the Average VWAP ended on and included July 2, 2009.

Unaudited Pro Forma Balance Sheets

We have shown the pro forma impact of a “High Participation Scenario” and a “Low Participation Scenario” with respect to the Exchange Offer prepared using the assumptions set forth below. The actual June 30, 2009 column reflects the impact of the Institutional Exchange Offer and the Series A Exchange Offer that expired on June 30, 2009 (and settled on July 6, 2009). The “High Participation Scenario” assumes the tender of 75% of the outstanding Trust Preferred Securities and the exchange (after proration to 29% of the outstanding Trust Preferred Securities based on the maximum of $500 million in aggregate liquidation preference of Trust Preferred Securities that will be accepted in the Exchange Offer) of such securities for Common Shares. The “Low Participation Scenario” assumes the tender and exchange of 25% of the outstanding Trust Preferred Securities for Common Shares.

There can be no assurances that the foregoing assumptions will be realized in the future, including as to the amounts and percentage of Trust Preferred Securities that will be tendered in the Exchange Offer and not subsequently withdrawn.

Financial Information Item		Page in Exhibit 99.1	Replaced Page(s) in Prospectus dated July 7, 2009
(a)	Pro Forma Consolidated Balance Sheet (Unaudited) High Participation Scenario	2	30–31
(b)	Pro Forma Consolidated Balance Sheet (Unaudited) Low Participation Scenario	3	32–33
(c)	Pro Forma Earnings Implications Consolidated Statements of Income (Unaudited) High Participation Scenario	4	34
(d)	Pro Forma Earnings Implications Consolidated Statements of Income (Unaudited) Low Participation Scenario	5	35
(e)	Pro Forma Capitalization Table (Unaudited) High Participation Scenario	6	36
(f)	Pro Forma Capitalization Table (Unaudited) Low Participation Scenario	7	37

1

Pro Forma Consolidated Balance Sheet

(Unaudited)

High Participation Scenario

	Adjustments
					Trust
					Preferred
					Security
					Exchange				Pro
	Actual				Offer for				Forma
	June 30,				Common				June 30,
(in millions)	2009			(1)	Shares			(2)	2009
ASSETS
Cash and due from banks	$	723							$	723
Short-term investments		3,487								3,487
Trading account assets		771								771
Securities available for sale		12,174								12,174
Held-to-maturity securities		25								25
Other investments		1,450								1,450
Loans, net of unearned income		70,803								70,803
Less: Allowance for loan losses		2,499								2,499
Net loans		68,304								68,304
Loans held for sale		909								909
Premises and equipment		858								858
Operating lease assets		842								842
Goodwill		917								917
Other intangible assets		106								106
Corporate-owned life insurance		3,016								3,016
Derivative assets		1,182								1,182
Accrued income and other assets		3,028			$	(14	)	(3)		3,014
Total assets	$	97,792			$	(14	)		$	97,778
LIABILITIES
Total deposits	$	67,884							$	67,884
Federal funds purchased and securities sold under repo agreements		1,530								1,530
Bank notes and other short-term borrowings		1,710								1,710
Derivative liabilities		530								530
Accrued expense and other liabilities		1,616			$	28		(4)		1,644
Long-term debt		13,462				(533	)	(5)		12,929
Total liabilities		86,732				(505	)			86,227
EQUITY
Preferred stock		2,713								2,713
Common stock		865				85		(6)		950
Common stock warrant		87								87
Capital surplus		3,292				359		(7)		3,651
Retained earnings		5,878				47		(8)		5,925
Treasury stock, at cost		(1,984	)							(1,984	)
Accumulated other comprehensive income		0								0
KeyCorp shareholders’ equity		10,851				491				11,342
Noncontrolling interests		209								209
Total equity		11,060				491				11,551
Total liabilities and equity	$	97,792			$	(14	)		$	97,778

(1) Includes Common Shares issued in the Series A Exchange Offer and the Institutional Exchange Offer.

(2) Assumes (i) a 75% participation in this Exchange Offer of the outstanding Trust Preferred Securities, which, based on the amended terms of the Exchange Offer limiting the maximum liquidation preference of Trust Preferred Securities to be accepted in the Exchange Offer to $500 million, is prorated to 29% of the outstanding Trust Preferred Securities, (ii) an exchange value of 88% of the liquidation preference for each of KeyCorp Capital V, KeyCorp Capital VI, KeyCorp Capital VIII and KeyCorp Capital IX and an exchange value of 90% of the liquidation preference for KeyCorp Capital X, and (iii) an Average VWAP of $5.21, which we determined assuming the Pricing Date for the determination of the Average VWAP was July 2, 2009. The Exchange Offer remains subject to the limitation on the aggregate number of Common Shares of KeyCorp that may be issued in the Exchange Offer under applicable NYSE rules, as described in the Prospectus.

(3) Represents the amortization of the remaining unamortized debt issuance cost in relation to the Trust Preferred Securities.

(4) Amount of income taxes estimated to be payable upon exchange of the Trust Preferred Securities.

(5) The carrying amount of the Trust Preferred Securities is assumed to be unchanged, including the estimated adjustment basis related to SFAS No. 133 hedging.

(6) Par value of newly issued Common Shares.

(7) APIC in respect of newly issued Common Shares. The amount of APIC is the excess of the fair value of the Common Shares issued over their par value.

(8) Excess of the carrying amount of the Trust Preferred Securities to be retired over the fair value of the Common Shares to be issued in the Exchange Offer, net of taxes. This amount will be recorded in the income statement of the period during which the Exchange Offer is consummated.

2

Pro Forma Consolidated Balance Sheet

(Unaudited)

Low Participation Scenario

					Adjustments
					Trust
					Preferred
					Security
					Exchange				Pro
	Actual				Offer for				Forma
	June 30,				Common				June 30,
(in millions)	2009			(1)	Shares			(2)	2009
ASSETS
Cash and due from banks	$	723							$	723
Short-term investments		3,487								3,487
Trading account assets		771								771
Securities available for sale		12,174								12,174
Held-to-maturity securities		25								25
Other investments		1,450								1,450
Loans, net of unearned income		70,803								70,803
Less: Allowance for loan losses		2,499								2,499
Net loans		68,304								68,304
Loans held for sale		909								909
Premises and equipment		858								858
Operating lease assets		842								842
Goodwill		917								917
Other intangible assets		106								106
Corporate-owned life insurance		3,016								3,016
Derivative assets		1,182								1,182
Accrued income and other assets		3,028			$	(12	)	(3)		3,016
Total assets	$	97,792			$	(12	)		$	97,780
LIABILITIES
Total deposits	$	67,884							$	67,884
Federal funds purchased and securities sold under repo agreements		1,530								1,530
Bank notes and other short-term borrowings		1,710								1,710
Derivative liabilities		530								530
Accrued expense and other liabilities		1,616			$	25		(4)		1,641
Long-term debt		13,462				(464	)	(5)		12,998
Total liabilities		86,732				(439	)			86,293
EQUITY
Preferred stock		2,713								2,713
Common stock		865				73		(6)		938
Common stock warrant		87								87
Capital surplus		3,292				311		(7)		3,603
Retained earnings		5,878				43		(8)		5,921
Treasury stock, at cost		(1,984	)							(1,984	)
Accumulated other comprehensive income		0								0
KeyCorp shareholders’ equity		10,851				427				11,278
Noncontrolling interests		209								209
Total equity		11,060				427				11,487
Total liabilities and equity	$	97,792			$	(12	)		$	97,780

(1) Includes Common Shares issued in the Series A Exchange Offer and the Institutional Exchange Offer.

(2) Assumes (i) a 25% participation in this Exchange Offer of the outstanding Trust Preferred Securities (an aggregate liquidation preference of Trust Preferred Securities tendered in the Exchange Offer of $435 million), (ii) an exchange value of 88% of the liquidation preference for each of KeyCorp Capital V, KeyCorp Capital VI, KeyCorp Capital VIII and KeyCorp Capital IX and an exchange value of 90% of the liquidation preference for KeyCorp Capital X and (iii) an Average VWAP of $5.21, which we determined assuming the Pricing Date for the determination of the Average VWAP was July 2, 2009. The Exchange Offer remains subject to the limitation on the aggregate number of Common Shares of KeyCorp that may be issued in the Exchange Offer under applicable NYSE rules, as described in the Prospectus.

(3) Represents the amortization of the remaining unamortized debt issuance cost.

(4) Amount of income taxes estimated to be payable upon exchange of the Trust Preferred Securities.

(5) The carrying amount of the Trust Preferred Securities is assumed to be unchanged, including the estimated adjustment basis related to SFAS No. 133 hedging.

(6) Par value of newly issued Common Shares.

(7) APIC in respect of newly issued Common Shares. The amount of APIC is the excess of the fair value of the Common Shares issued over their par value.

(8) Excess of the carrying amount of the Trust Preferred Securities to be retired over the fair value of the Common Shares to be issued in the Exchange Offer, net of taxes. This amount will be recorded in the income statement of the period during which the Exchange Offer is consummated.

3

Pro Forma Earnings Implications

Consolidated Statements of Income

(Unaudited)

High Participation Scenario

	Six months ended June 30, 2009											Twelve months ended December 31, 2008
					Trust											Trust
					Preferred											Preferred
					Security											Security
					Exchange											Exchange
					Offer for											Offer for
					Common				Pro							Common				Pro
(in millions, except per share amounts)	Actual			(1)	Shares				Forma			Actual			(1)	Shares				Forma
INTEREST INCOME
Loans	$	1,761							$	1,761		$	4,048							$	4,048
Securities		208								208			443								443
Other interest income		57								57			138								138
Total interest income		2,026								2,026			4,629								4,629
INTEREST EXPENSE
Deposits		596								596			1,468								1,468
Short-term borrowings		12								12			188								188
Long-term debt		212			$	(18	)	(2)		194			564			$	(33	)	(2)		531
Total interest expense		820				(18	)			802			2,220				(33	)			2,187
NET INTEREST INCOME		1,206				18				1,224			2,409				33				2,442
Provision for loan losses		1,725								1,725			1,835								1,835
Net interest (loss) income after provision for loan losses		(519	)			18				(501	)		574				33				607
NONINTEREST INCOME		1,214				75		(3)		1,289			1,878				75		(3)		1,953
NONINTEREST EXPENSE		1,846								1,846			3,578								3,578
(LOSS) INCOME BEFORE INCOME TAXES		(1,151	)			93				(1,058	)		(1,126	)			108				(1,018	)
Income taxes		(430	)			35				(395	)		334				41				375
NET (LOSS) INCOME		(721	)			58				(663	)		(1,460	)			67				(1,393	)
Less: Net (loss) income attributable to noncontrolling interests		(7	)							(7	)		8								8
NET (LOSS) INCOME ATTIBUTABLE TO KEYCORP	$	(714	)		$	58			$	(656	)	$	(1,468	)		$	67			$	(1,401	)
Net (loss) income attributable to KeyCorp common shareholders	$	(926	)		$	58			$	(868	)	$	(1,510	)		$	67			$	(1,443	)
Per common share:
Net (loss) income attributable to KeyCorp	$	(1.73	)						$	(1.40	)	$	(3.36	)						$	(2.70	)
Net (loss) income attributable to KeyCorp - assuming dilution	$	(1.73	)						$	(1.40	)	$	(3.36	)						$	(2.70	)
Weighted-average common shares outstanding (000)		535,080				85,291		(4)		620,371			450,039				85,291		(4)		535,330
Weighted-average common shares and potential common shares outstanding (000)		535,080				85,291		(4)		620,371			450,039				85,291		(4)		535,330

(1) Includes Common Shares issued in the Series A Exchange Offer and the Institutional Exchange Offer.

(2) Represents the reduction of interest expense recognized during the respective period related to the Trust Preferred Securities.

(3) Represents the gain on the exchange of Trust Preferred Securities based on the participation in the Exchange Offer of 75% of the outstanding Trust Preferred Securities, which, based on the amended terms of the Exchange Offer limiting the maximum liquidation preference of Trust Preferred Securities to be accepted in the Exchange Offer to $500 million, is prorated to 29% of the outstanding Trust Preferred Securities (which have an overall aggregate liquidation preference of $1.74 billion).

(4) Represents (i) the increase in Common Shares outstanding due to the participation in the Exchange Offer of 75% of the outstanding Trust Preferred Securities, which, based on the amended terms of the Exchange Offer limiting the maximum liquidation preference of Trust Preferred Securities to be accepted in the Exchange Offer to $500 million, is prorated to 29% of the outstanding Trust Preferred Securities, (ii) with an exchange value of 88% of the liquidation preference for each of KeyCorp Capital V, KeyCorp Capital VI, KeyCorp Capital VIII and KeyCorp Capital IX and an exchange value of 90% of the liquidation preference for KeyCorp Capital X, and (iii) an assumed Average VWAP of $5.21, which we determined assuming the Pricing Date for the determination of the Average VWAP was July 2, 2009. The Exchange Offer remains subject to the limitation on the aggregate number of Common Shares of KeyCorp that may be issued in the Exchange Offer under applicable NYSE rules, as disclosed in the Prospectus.

4

Pro Forma Earnings Implications

Consolidated Statements of Income

(Unaudited)

Low Participation Scenario

	Six months ended June 30, 2009											Twelve months ended December 31, 2008
(in millions, except per share amounts)	Actual			(1)	Trust Preferred Security Exchange Offer for Common Shares				Pro Forma			Actual			(1)	Trust Preferred Security Exchange Offer for Common Shares				Pro Forma
INTEREST INCOME
Loans	$	1,761							$	1,761		$	4,048							$	4,048
Securities		208								208			443								443
Other interest income		57								57			138								138
Total interest income		2,026								2,026			4,629								4,629
INTEREST EXPENSE
Deposits		596								596			1,468								1,468
Short-term borrowings		12								12			188								188
Long-term debt		212			$	(16	)	(2)		196			564			$	(29	)	(2)		535
Total interest expense		820				(16	)			804			2,220				(29	)			2,191
NET INTEREST INCOME		1,206				16				1,222			2,409				29				2,438
Provision for loan losses		1,725								1,725			1,835								1,835
Net interest (loss) income after provision for loan losses		(519	)			16				(503	)		574				29				603
NONINTEREST INCOME		1,214				69		(3)		1,283			1,878				69		(3)		1,947
NONINTEREST EXPENSE		1,846								1,846			3,578								3,578
(LOSS) INCOME BEFORE INCOME TAXES		(1,151	)			85				(1,066	)		(1,126	)			98				(1,028	)
Income taxes		(430	)			32				(398	)		334				37				371
NET (LOSS) INCOME		(721	)			53				(668	)		(1,460	)			61				(1,399	)
Less: Net (loss) income attributable to noncontrolling interests		(7	)							(7	)		8								8
NET (LOSS) INCOME ATTIBUTABLE TO KEYCORP	$	(714	)		$	53			$	(661	)	$	(1,468	)		$	61			$	(1,407	)
Net (loss) income attributable to KeyCorp common shareholders	$	(926	)		$	53			$	(873	)	$	(1,510	)		$	61			$	(1,449	)
Per common share:
Net (loss) income attributable to KeyCorp	$	(1.73	)						$	(1.43	)	$	(3.36	)						$	(2.77	)
Net (loss) income attributable to KeyCorp - assuming dilution	$	(1.73	)						$	(1.43	)	$	(3.36	)						$	(2.77	)
Weighted-average common shares outstanding (000)		535,080				73,492		(4)		608,572			450,039				73,492		(4)		523,531
Weighted-average common shares and potential common shares outstanding (000)		535,080				73,492		(4)		608,572			450,039				73,492		(4)		523,531

(1) Includes Common Shares issued in the Series A Exchange Offer and the Institutional Exchange Offer.

(2) Represents the reduction of interest expense recognized during the respective period related to the Trust Preferred Securities.

(3) Represents the gain on the exchange of 25% of the outstanding Trust Preferred Securities.

(4) Represents (i) the increase in Common Shares outstanding due to the participation in the Exchange Offer of 25% of the outstanding Trust Preferred Securities, (ii) with an exchange value of 88% of the liquidation preference for each of KeyCorp Capital V, KeyCorp Capital VI, KeyCorp Capital VIII and KeyCorp Capital IX and an exchange value of 90% of the liquidation preference for KeyCorp Capital X, and (iii) an assumed Average VWAP of $5.21, which we determined assuming the Pricing Date for the determination of the Average VWAP was July 2, 2009. The Exchange Offer remains subject to the limitation on the aggregate number of Common Shares of KeyCorp that may be issued in the Exchange Offer under applicable NYSE rules, as disclosed in the Prospectus.

5

Pro Forma Capitalization Table

(Unaudited)

High Participation Scenario

	Adjustments
(in millions)	Actual June 30, 2009			Trust Preferred Security Exchange Offer for Common Shares			Pro Forma June 30, 2009
Senior notes	$	6,426					$	6,426
Subordinated notes		6,584		$	(533	)		6,051
Federal Home Loan Bank advances		138						138
Other long-term debt		314						314
Total long-term debt	$	13,462		$	(533	)	$	12,929
Preferred stock	$	2,713					$	2,713
Common shares		865		$	85			950
Common stock warrant		87						87
Capital surplus		3,292			359			3,651
Retained earnings		5,878			47			5,925
Treasury stock		(1,984	)					(1,984	)
Accumulated other comprehensive income		0						0
KeyCorp shareholders’ equity	$	10,851		$	491		$	11,342

6

Pro Forma Capitalization Table

(Unaudited)

Low Participation Scenario

	Adjustments
(in millions)	Actual June 30, 2009			Trust Preferred Security Exchange Offer for Common Shares			Pro Forma June 30, 2009
Senior notes	$	6,426					$	6,426
Subordinated notes		6,584		$	(464	)		6,120
Federal Home Loan Bank advances		138						138
Other long-term debt		314						314
Total long-term debt	$	13,462		$	(464	)	$	12,998
Preferred stock	$	2,713					$	2,713
Common shares		865		$	73			938
Common stock warrant		87						87
Capital surplus		3,292			311			3,603
Retained earnings		5,878			43			5,921
Treasury stock		(1,984	)					(1,984	)
Accumulated other comprehensive income		0						0
KeyCorp shareholders’ equity	$	10,851		$	427		$	11,278

7