8-K

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 19, 2012

(Exact name of registrant as specified in its charter)

Ohio	1-11302	34-6542451
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification No.)
127 Public Square, Cleveland, Ohio		44114-1306
(Address of principal executive offices)		(Zip Code)

(216) 689-3000

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 (see General Instruction A.2. below):

¨ 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))

TABLE OF CONTENTS

8-K—FORM 8-K EARNINGS RELEASE

INDEX TO EXHIBITS:

EX-99.1 (Press Release Dated July 19, 2012)

EX-99.2 (Supplemental Information Package in Connection With Financial Results)

EX-99.3 (Consolidated Balance Sheets and Consolidated Statements of Income)

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

On July 19, 2012, KeyCorp issued a press release announcing its financial results for the three and six-month periods ended June 30, 2012, (the “Press Release”) and posted on its website its second quarter 2012 Supplemental Information Package (the “Supplemental Information Package”). The Press Release and Supplemental Information Package are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are each incorporated by reference.

The information in the preceding paragraph, as well as Exhibit 99.1 and Exhibit 99.2 referenced therein, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).

KeyCorp’s Consolidated Balance Sheets and Consolidated Statements of Income (the “Financial Statements”), included as part of the Press Release, are attached as Exhibit 99.3 to this report and incorporated by reference herein. Exhibit 99.3 is “filed” for purposes of Section 18 of the Exchange Act and, therefore, may be incorporated by reference in filings under the Securities Act.

On July 19, 2012, KeyCorp intends to hold a live conference call that will also be available by webcast to facilitate a discussion of its financial condition at June 30, 2012, and its financial results for the three and six-month periods ended June 30, 2012, including the Press Release and the Supplemental Information Package.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished, or filed in the case of Exhibit 99.3, herewith:

99.1 Press Release, dated July 19, 2012, announcing financial results for the three and six-month periods ended June 30, 2012.

99.2 Supplemental Information Package reviewed during the conference call and webcast.

99.3 Financial Statements.

*     *     *

Forward-Looking Statements This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about KeyCorp’s financial condition, results of operations, earnings outlook, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of KeyCorp’s control. KeyCorp’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 could cause KeyCorp’s actual results to differ materially from those described in the forward-looking statements can be found in KeyCorp’s Annual Report on Form 10-K for the year ended December 31, 2011, and its Quarterly Report on Form 10-Q for the period ended March 31, 2012, each of which have been filed with the Securities and Exchange Commission and are available on our website (www.key.com/ir) and 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. KeyCorp does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

SIGNATURE

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

		KEYCORP
		(Registrant)
Date: July 19, 2012	By:	/s/ Robert L. Morris
		Robert L. Morris
		Executive Vice President and
		Chief Accounting Officer

EX-99.1

Exhibit 99.1

	NEWS
FOR IMMEDIATE RELEASE

KEYCORP REPORTS SECOND QUARTER NET INCOME OF $221 MILLION

Net Income Up 11% from First Quarter of 2012

Efficiency Initiatives Underway

CLEVELAND, July 19, 2012 – KeyCorp (NYSE: KEY) today announced second quarter net income from continuing operations attributable to Key common shareholders of $221 million, or $.23 per common share, compared to $199 million, or $.21 per common share for the first quarter of 2012, and $243 million, or $.26 per common share for the second quarter of 2011. For the six months ended June 30, 2012, net income from continuing operations attributable to Key common shareholders was $420 million, or $.44 per common share, compared to $427 million, or $.46 per common share for the same period one year ago.

SIGNIFICANT EVENTS

Company-wide initiatives to improve efficiency

• Expense reduction of $150-$200 million targeted by December 2013 – full benefit in 2014

• Changing cost structure to be more variable and aligned with operating environment

• Focused on organizational design, strategic sourcing, and branch rationalization

Completed acquisition of 37 branches in Upstate New York on July 13, 2012

• Seamless conversion adding $2.1 billion in deposits and $260 million in loans

• Credit card receivables of approximately $70 million to be added in September

• Strengthens market share and positions Key to acquire and deepen client relationships

• Liquidity used for debt maturities and to fund organic growth opportunities

Early termination of leveraged leases

• Opportunity to realize economic benefits in current low interest rate environment

• Gains are nontaxable pursuant to previous settlement with the IRS

• Accelerates reduction in exit portfolio

Executing on capital management priorities

• Repurchased 10.5 million shares at an average cost of $7.83 per share in the second quarter

• Increased common share dividend for the second quarter from $.03 to $.05 per share

• Redeemed $707 million of trust preferred securities on July 12, 2012

“Key’s second quarter results reflect continued loan growth, improvement in credit quality, and disciplined expense control,” said Chairman and Chief Executive Officer Beth Mooney. “We continue to benefit from the successful execution of our relationship strategy, which is driving client acquisition and engagement. We have seen five consecutive quarters of growth in commercial and industrial loans. Credit quality improved again this quarter as we continue to reduce our exit portfolio and add high quality new loan originations.”

Mooney added: “To maintain our positive momentum, we are launching new efficiency initiatives and identifying opportunities to leverage our strong capital position to make attractive investments in our business, such as our recent branch acquisition in Upstate New York. These actions represent exciting new opportunities for Key to improve profitability by leveraging our brand, growing client relationships, and aligning our cost structure with the current operating environment.”

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 2

SECOND QUARTER 2012 FINANCIAL RESULTS

• Net income up 11% from first quarter of 2012

• Maintained solid balance sheet with Tier 1 common equity of 11.7%

• Continued loan growth driven by commercial, financial and agricultural loan portfolio

• Further improvement in credit quality with net loan charge-offs to average loans ratio of .63% approaching long-term target and improving 19 basis points from prior quarter

Selected Financial Highlights

dollars in millions, except per share data										Change 2Q12 vs.
	2Q12			1Q12			2Q11			1Q12			2Q11
Income (loss) from continuing operations attributable to Key common shareholders	$	221		$	199		$	243			11.1	%		(9.1	)%
Income (loss) from continuing operations attributable to Key common shareholders per common share		.23			.21			.26			9.5			(11.5	)
Return on average total assets from continuing operations		1.12	%		1.02	%		1.23	%		N/A			N/A
Tier 1 common equity		11.68			11.55			11.14			N/A			N/A
Book value at period end	$	10.43		$	10.26		$	9.88			1.7	%		5.6	%
Net interest margin (TE) from continuing operations		3.06	%		3.16	%		3.19	%		N/A			N/A

N/A = Not Applicable

INCOME STATEMENT HIGHLIGHTS

Revenue

dollars in millions							Change 2Q12 vs.
	2Q12		1Q12		2Q11		1Q12			2Q11
Net interest income (TE)	$	544	$	559	$	570		(2.7	)%		(4.6	)%
Noninterest income		485		472		454		2.8			6.8
Total revenue	$	1,029	$	1,031	$	1,024		(.2	)%		.5	%

Taxable-equivalent net interest income was $544 million for the second quarter of 2012, and the net interest margin was 3.06%. These results compare to taxable-equivalent net interest income of $570 million and a net interest margin of 3.19% for the second quarter of 2011. The second quarter of 2012 included a $13 million reduction to net interest income from the write-off of fees as well as capitalized loan origination costs due to the early termination of leveraged leases, resulting in a seven (7) basis point decline in the net interest margin. In addition, the decrease in net interest income and net interest margin resulted from the continuation of the low-rate environment contracting the spread between lending rates and funding costs.

Compared to the first quarter of 2012, taxable-equivalent net interest income decreased by $15 million, and the net interest margin declined by ten (10) basis points. The write-off of fees and capitalized loan origination costs from the early termination of leveraged leases was $7 million higher than in the first quarter of 2012, resulting in four (4) basis points of margin contraction. In addition, lower reinvestment yields on investment securities and loans coupled with an increase in short-term investment in anticipation of debt maturities pressured asset yields. This impact was partially offset by the maturity of higher rate certificates of deposit and an increase in demand and lower-cost liquid deposits, which reduced the overall cost of funds. The maturities of debt in the second quarter and the redemption of trust preferred securities on July 12 will benefit the net interest margin during the third quarter.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 3

Noninterest Income

							Change 2Q12 vs.
dollars in millions	2Q12		1Q12		2Q11		1Q12			2Q11
Trust and investment services income	$	102	$	109	$	113		(6.4	)%		(9.7	)%
Service charges on deposit accounts		70		68		69		2.9			1.4
Operating lease income		20		22		32		(9.1	)		(37.5	)
Letter of credit and loan fees		56		54		47		3.7			19.1
Corporate-owned life insurance income		30		30		28		—			7.1
Net securities gains (losses)		—		—		2		N/M			N/M
Electronic banking fees		19		17		33		11.8			(42.4	)
Gains on leased equipment		36		27		5		33.3			620.0
Insurance income		11		12		14		(8.3	)		(21.4	)
Net gains (losses) from loan sales		32		22		11		45.5			190.9
Net gains (losses) from principal investing		24		35		17		(31.4	)		41.2
Investment banking and capital markets income (loss)		37		43		42		(14.0	)		(11.9	)
Other income		48		33		41		45.5			17.1
Total noninterest income	$	485	$	472	$	454		2.8	%		6.8	%

N/M = Not Meaningful

Key’s noninterest income was $485 million for the second quarter of 2012, compared to $454 million for the year-ago quarter. Gains on leased equipment increased $31 million compared to the same period one year ago, primarily related to the early terminations of leveraged leases. Net gains (losses) from loan sales also increased $21 million from the year-ago quarter. These increases in noninterest income were partially offset by a $14 million decrease in electronic banking fees as a result of government pricing controls on debit transactions that went into effect October 1, 2011, and a $12 million decline in operating lease income.

Compared to the first quarter of 2012, noninterest income increased by $13 million. Gains on leased equipment increased $9 million, primarily related to the early terminations of leveraged leases in the second quarter of 2012. Net gains (losses) from loan sales also increased $10 million compared to the first quarter of 2012. These increases in noninterest income were partially offset by a decline in net gains (losses) from principal investing (including results attributable to noncontrolling interests) of $11 million.

Noninterest Expense

							Change 2Q12 vs.
dollars in millions	2Q12		1Q12		2Q11		1Q12			2Q11
Personnel expense	$	389	$	385	$	380		1.0	%		2.4	%
Net occupancy		62		64		62		(3.1	)		—
Other expense		263		254		238		3.5			10.5
Total noninterest expense	$	714	$	703	$	680		1.6	%		5.0	%

Key’s noninterest expense was $714 million for the second quarter of 2012, compared to $680 million for the same period last year. The provision (credit) for losses on lending-related commitments was an expense of $6 million compared to a credit of $12 million for the same period one year ago. Other real estate owned (“OREO”) expense increased $10 million, and personnel expense increased $9 million due to increased hiring of client-facing personnel and annual merit increases. Business services and professional fees also increased $7 million, partially related to the company-wide efficiency initiatives, and marketing expense was $7 million higher as a result of the spring home equity loan campaign and Key’s acquisition of 37 branches in Upstate New York, which closed on July 13. These increases in noninterest expenses were partially offset by a $10 million decrease in operating lease expense compared to the same period one year ago.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 4

Compared to the first quarter of 2012, noninterest expense increased by $11 million. Business services and professional fees increased $13 million partially due to the company-wide efficiency initiatives discussed above, and the provision (credit) for losses on lending-related commitments increased $6 million.

BALANCE SHEET HIGHLIGHTS

As of June 30, 2012, Key had total assets of $86.5 billion compared to $87.4 billion at March 31, 2012, and $88.8 billion at June 30, 2011.

Average Loans

							Change 6-30-12 vs.
dollars in millions	6-30-12		3-31-12		6-30-11		3-31-12			6-30-11
Commercial, financial and agricultural	$	20,132	$	19,638	$	16,922		2.5	%		19.0	%
Other commercial loans		14,529		15,123		16,314		(3.9	)		(10.9	)
Total home equity loans		9,852		9,694		10,052		1.6			(2.0	)
Other consumer loans		4,933		4,975		5,166		(.8	)%		(4.5	)
Total loans	$	49,446	$	49,430	$	48,454		—			2.0	%

Average loans were $49.4 billion for the second quarter of 2012, an increase of $992 million compared to the second quarter of 2011. Commercial, financial and agricultural loans grew by $3.2 billion over the year-ago quarter, with nearly half of the growth originating in Key’s Institutional Banking line of business. This growth was partially offset by declines in the commercial real estate portfolio, the equipment lease portfolios resulting from the early termination of certain leveraged leases in the exit portfolio, and run-off of consumer loans in the designated exit portfolio.

Compared to the first quarter of 2012, the balance of average loans was essentially unchanged. Commercial, financial and agricultural loans grew $494 million, and home equity loans also increased as a result of Key’s spring home equity loan campaign. These increases were offset by declines in the real estate – commercial mortgage, and the equipment lease portfolios resulting from the early termination of certain leveraged leases in the exit portfolio.

Key originated approximately $10.3 billion in new or renewed lending commitments to consumers and businesses during the second quarter of 2012, which is up $2 billion from the first quarter of 2012.

Average Deposits

										Change 6-30-12 vs.
dollars in millions	6-30-12			3-31-12			6-30-11			3-31-12			6-30-11
Nontime deposits	$	51,560		$	49,560		$	46,136			4.0	%		11.8	%
Certificates of deposits ($100,000 or more)		3,858			4,036			5,075			(4.4	)		(24.0	)
Other time deposits		5,645			6,035			7,330			(6.5	)		(23.0	)
Total deposits	$	61,063		$	59,631		$	58,541			2.4	%		4.3	%
Cost of interest-bearing deposits		.69	%		.76	%		.97	%		N/A			N/A

N/A = Not Applicable

Average deposits totaled $61.1 billion for the second quarter of 2012, an increase of $2.5 billion compared to the year-ago quarter. Most of the growth came from demand deposits, as increases in interest-bearing liquid deposits were largely offset by reductions in time deposit balances.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 5

Compared to the first quarter of 2012, average deposits increased by $1.4 billion. Business demand deposits grew by $883 million, and interest-bearing demand deposits grew by $750 million. This increase in average deposits was partially offset by declines in certificates of deposit ($100,000 or more) and other time deposits.

ASSET QUALITY

										Change 2Q12 vs.
dollars in millions	2Q12			1Q12			2Q11			1Q12			2Q11
Net loan charge-offs	$	77		$	101		$	134			(23.8	)%		(42.5	)%
Net loan charge-offs to average loans		.63	%		.82	%		1.11	%		N/A			N/A
Nonperforming loans at period end	$	657		$	666		$	842			(1.4	)		(22.0	)
Nonperforming assets at period end		751			767			950			(2.1	)		(20.9	)
Allowance for loan and lease losses		888			944			1,230			(5.9	)		(27.8	)%
Allowance for loan and lease losses to nonperforming loans		135	%		142	%		146	%		N/A			N/A
Provision for loan and lease losses	$	21		$	42		$	(8	)		(50.0	)%		N/M

N/A = Not Applicable, N/M = Not Meaningful

Key’s provision for loan and lease losses was a charge of $21 million for the second quarter of 2012, compared to a charge of $42 million for the first quarter of 2012 and a credit of $8 million for the year-ago quarter. Key’s allowance for loan and lease losses was $888 million, or 1.79% of total period-end loans at June 30, 2012, compared to 1.92% at March 31, 2012, and 2.57% at June 30, 2011.

Net loan charge-offs for the second quarter of 2012 totaled $77 million, or .63% of average loans. These results compare to $101 million, or .82% for the first quarter of 2012, and $134 million, or 1.11% for the same period last year.

Compared to the first quarter of 2012, net loan charge-offs declined $24 million primarily due to stronger recoveries in the commercial loan portfolio. Key’s exit loan portfolio accounted for $19 million, or 24.68% of Key’s total net loan charge-offs for the second quarter of 2012. Net loan charge-offs in the exit loan portfolio decreased by $7 million from the first quarter of 2012 due to declines in net loan charge-offs in both the commercial and consumer loan portfolios.

At June 30, 2012, Key’s nonperforming loans totaled $657 million and represented 1.32% of period-end portfolio loans, compared to 1.35% at March 31, 2012, and 1.76% at June 30, 2011. Nonperforming assets at June 30, 2012, totaled $751 million and represented 1.51% of portfolio loans and OREO and other nonperforming assets, compared to 1.55% at March 31, 2012, and 1.98% at June 30, 2011.

Nonperforming assets continued to decrease during the second quarter of 2012, representing the eleventh consecutive quarterly decline. OREO balances declined to $28 million at June 30, 2012, a decrease of $33 million from March 31, 2012.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 6

CAPITAL

Key’s estimated risk-based capital ratios included in the following table continued to exceed all “well-capitalized” regulatory benchmarks at June 30, 2012.

Capital Ratios

	6-30-12			3-31-12			6-30-11
Tier 1 common equity (a), (b)		11.68	%		11.55	%		11.14	%
Tier 1 risk-based capital (a)		12.50			13.29			13.93
Total risk based capital (a)		15.89			16.68			17.88
Tangible common equity to tangible assets (b)		10.44			10.26			9.67

(a) 6-30-12 ratio is estimated.

(b) The table entitled “GAAP to Non-GAAP Reconciliations” presents the computations of certain financial measures related to “tangible common equity” and “Tier 1 common equity.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

As shown in the preceding table, at June 30, 2012, Key’s estimated Tier 1 common equity and Tier 1 risk-based capital ratios stood at 11.7% and 12.5%, respectively. In addition, the tangible common equity ratio was 10.4% at June 30, 2012.

Summary of Changes in Common Shares Outstanding

									Change 2Q12 vs.
in thousands	2Q12			1Q12		2Q11			1Q12			2Q11
Shares outstanding at beginning of period		956,102			953,008		953,926			.3	%		.2	%
Common shares repurchased		(10,468	)		—		—			N/M			N/M
Shares reissued (returned) under employee benefit plans		(161	)		3,094		(104	)		N/M			N/M
Shares outstanding at end of period		945,473			956,102		953,822			(1.1	)%		(.9	)%

N/M = Not Meaningful

As previously announced, the Board of Directors authorized a common share repurchase program of up to $344 million to begin in the second quarter of this year through the first quarter of 2013. During the second quarter of 2012, Key repurchased 10,467,988 common shares at an average cost of $7.83 per share.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 7

LINE OF BUSINESS RESULTS

The following table shows the contribution made by each major business segment to Key’s taxable-equivalent revenue from continuing operations and income (loss) from continuing operations attributable to Key for the periods presented. For more detailed financial information pertaining to each business segment, see the tables at the end of this release.

Major Business Segments

								Change 2Q12 vs.
dollars in millions	2Q12		1Q12			2Q11		1Q12			2Q11
Revenue from continuing operations (TE)
Key Community Bank	$	537	$	528		$	559		1.7	%		(3.9	)%
Key Corporate Bank		392		401			391		(2.2	)		.3
Other segments		99		105			68		(5.7	)		45.6
Total segments		1,028		1,034			1,018		(.6	)		1.0
Reconciling items		1		(3	)		6		N/M			(83.3	)
Total	$	1,029	$	1,031		$	1,024		(.2	)%		.5	%
Income (loss) from continuing operations attributable to Key
Key Community Bank	$	41	$	57		$	34		(28.1	)%		20.6	%
Key Corporate Bank		105		100			164		5.0			(36.0	)
Other segments		54		45			42		20.0			28.6
Total segments		200		202			240		(1.0	)		(16.7	)
Reconciling items		26		3			9		766.7			188.9
Total	$	226	$	205		$	249		10.2	%		(9.2	)%

TE = Taxible equivalent, N/M = Not Meaningful

Key Community Bank

								Change 2Q12 vs.
dollars in millions	2Q12		1Q12		2Q11			1Q12			2Q11
Summary of operations
Net interest income (TE)	$	348	$	353	$	374			(1.4	)%		(7.0	)%
Noninterest income		189		175		185			8.0			2.2
Total revenue (TE)		537		528		559			1.7			(3.9	)
Provision (credit) for loan and lease losses		11		2		79			450.0			(86.1	)
Noninterest expense		476		456		447			4.4			6.5
Income (loss) before income taxes (TE)		50		70		33			(28.6	)		51.5
Allocated income taxes and TE adjustments		9		13		(1	)		(30.8	)		N/M
Net income (loss) attributable to Key	$	41	$	57	$	34			(28.1	)%		20.6	%
Average balances
Loans and leases		27,043		26,617		26,242			1.6	%		3.1	%
Total assets		30,638		30,194		29,687			1.5			3.2
Deposits		48,253		47,768		47,719			1.0			1.1
Assets under management at period end		21,116		21,939		19,787			(3.8	)%		6.7	%

TE = Taxable Equivalent, N/M = Not Meaningful

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 8

Additional Key Community Bank Data

										Change 2Q12 vs.
dollars in millions	2Q12			1Q12			2Q11			1Q12			2Q11
Noninterest income
Trust and investment services income	$	47		$	48		$	46			(2.1	)%		2.2	%
Service charges on deposit accounts		59			56			59			5.4			—
Electronic banking fees		19			17			33			11.8			(42.4	)
Other noninterest income		64			54			47			18.5			36.2
Total noninterest income	$	189		$	175		$	185			8.0	%		2.2	%
Average deposit balances
NOW and money market deposit accounts	$	23,919		$	23,161		$	21,864			3.3	%		9.4	%
Savings deposits		2,078			1,992			1,975			4.3			5.2
Certificates of deposit ($100,000 or more)		3,275			3,447			4,081			(5.0	)		(19.8	)
Other time deposits		5,630			6,023			7,315			(6.5	)		(23.0	)
Deposits in foreign office		361			370			411			(2.4	)		(12.2	)
Noninterest-bearing deposits		12,990			12,775			12,073			1.7			7.6
Total deposits	$	48,253		$	47,768		$	47,719			1.0	%		1.1	%
Home equity loans
Average balance	$	9,359		$	9,173		$	9,441
Weighted-average loan-to-value ratio (at date of origination)		71	%		70	%		70	%
Percent first lien positions		54			53			53
Other data
Branches		1,062			1,059			1,048
Automated teller machines		1,576			1,572			1,564

Key Community Bank Summary of Operations

• Four consecutive quarters of average loan growth

• Strong spring borrowing campaign drove home equity balances 5% higher during second quarter

• Continued improvement in deposit mix

• Net loan charge-offs of 74 basis points at lowest level in four years

Key Community Bank recorded net income attributable to Key of $41 million for the second quarter of 2012, compared to net income attributable to Key of $34 million for the year-ago quarter.

Taxable-equivalent net interest income declined by $26 million, or 7% from the second quarter of 2011. Average loans and leases grew 3% while average deposits increased 1% from one year ago. Given the continued low-rate environment, the value derived from deposits was less in the current period compared to the same period one year ago.

Noninterest income increased by $4 million, or 2.2% from the year-ago quarter. Net gains (losses) from loan sales increased $9 million, and various other miscellaneous items increased $12 million. These increases in noninterest income were partially offset by a $14 million decline in electronic banking fees resulting from government pricing controls on debit transactions that went into effect October 1, 2011.

The provision for loan and lease losses declined by $68 million, or 86.1% compared to the second quarter of 2011, due to lower net loan charge-offs from the same period one year ago. Net loan charge-offs were $50 million for the second quarter of 2012, down $29 million from the same period one year ago.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 9

Noninterest expense increased by $29 million, or 6.5% from the year-ago quarter. Key’s acquisition of 37 branches in Upstate New York and the spring home equity loan campaign resulted in increases to marketing and technology expenses. Personnel expense also increased due to the hiring of client-facing personnel and annual merit increases. These increases in noninterest expense were partially offset by decreases in deferred loan origination expense and FDIC deposit insurance assessments from one year ago.

Key Corporate Bank

dollars in millions								Change 2Q12 vs.
	2Q12		1Q12		2Q11			1Q12			2Q11
Summary of operations
Net interest income (TE)	$	182	$	187	$	176			(2.7	)%		3.4	%
Noninterest income		210		214		215			(1.9	)		(2.3	)
Total revenue (TE)		392		401		391			(2.2	)		.3
Provision (credit) for loan and lease losses		4		13		(76	)		(69.2	)		N/M
Noninterest expense		218		231		207			(5.6	)		5.3
Income (loss) before income taxes (TE)		170		157		260			8.3			(34.6	)
Allocated income taxes and TE adjustments		62		57		95			8.8			(34.7	)
Net income (loss)		108		100		165			8.0			(34.5	)
Less: Net income (loss) attributable to noncontrolling interests		3		—		1			N/M			200.0
Net income (loss) attributable to Key	$	105	$	100	$	164			5.0	%		(36.0	)%
Average balances
Loans and leases	$	18,532	$	18,584	$	17,168			(.3	)%		7.9	%
Loans held for sale		514		509		302			1.0			70.2
Total assets		22,715		22,863		21,468			(.6	)		5.8
Deposits		12,409		11,556		10,195			7.4			21.7
Assets under management at period end	$	28,033	$	30,694	$	39,466			(8.7	)%		(29.0	)%

N/M = Not Meaningful

Additional Key Corporate Bank Data

dollars in millions							Change 2Q12 vs.
	2Q12		1Q12		2Q11		1Q12			2Q11
Noninterest income
Trust and investment services income	$	55	$	61	$	66		(9.8	)%		(16.7	)%
Investment banking and debt placement fees (a)		69		59		57		16.9			21.1
Operating lease income and other leasing gains (b)		20		23		28		(13.0	)		(28.6	)
Corporate services income (c)		30		34		27		(11.8	)		11.1
Other noninterest income		36		37		37		(2.7	)		(2.7	)
Total noninterest income	$	210	$	214	$	215		(1.9	)%		(2.3	)%

(a) Included in “Investment banking and capital markets income (loss),” “Net gains (losses) from loan sales,” and “Letter of credit and loan fees” on the Consolidated Statements of Income.

(b) Included in “Operating lease income” and “Gains on leased equipment” on the Consolidated Statements of Income.

(c) Included in “Service charges on deposit accounts,” “Letter of credit and loan fees,” and “Investment banking and capital markets income (loss)” on the Consolidated Statements of Income.

Key Corporate Bank Summary of Operations

• Acquired 166 new clients in the second quarter, up 41% from the first quarter

• Investment banking and debt placement fees were $69 million, up 17% from the first quarter

• Average loans up 8% from the prior year and flat to the prior quarter

• Average deposits up 22% from the prior year and 7% from the prior quarter

Key Corporate Bank recorded net income attributable to Key of $105 million for the second quarter of 2012, compared to net income attributable to Key of $164 million for the same period one year ago.

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July 19, 2012

Page 10

Taxable-equivalent net interest income increased by $6 million, or 3.4% compared to the second quarter of 2011. Average earning assets increased $1.3 billion, or 7% from the year-ago quarter, resulting in an increase in earning asset spread of $9 million. This increase was partially offset by a decrease in interest-related loan fees.

Noninterest income decreased by $5 million, or 2.3% from the second quarter of 2011. Decreases in trust and investment services income, operating lease income, and investment banking and capital markets income were partially offset by increases in net gains (losses) from loan sales and letter of credit and loan fees compared to the year-ago quarter.

The provision for loan and lease losses in the second quarter of 2012 was a charge of $4 million compared to a credit of $76 million for the same period one year ago. The charge in the second quarter of 2012 related to the increase in loans and leases, partially offset by continued improvement in the portfolio’s asset quality for the eleventh consecutive quarter. Net loan charge-offs in the second quarter of 2012 were $9 million compared to $29 million for the same period one year ago.

Noninterest expense increased by $11 million, or 5.3% from the second quarter of 2011. The provision (credit) for losses on lending-related commitments was an expense of $6 million compared to a credit of $13 million one year ago. OREO expense also increased $10 million. These increases in noninterest expense were partially offset by decreases in operating lease expense of $5 million, personnel expense of $4 million, and other operating expenses.

Other Segments

Other Segments consist of Corporate Treasury, Key’s Principal Investing unit, and various exit portfolios. Other Segments generated net income attributable to Key of $54 million for the second quarter of 2012, compared to net income attributable to Key of $42 million for the same period last year. These results were primarily attributable to a $21 million net gain resulting from the early terminations of leveraged leases in the second quarter of 2012 (a $31 million gain on leased equipment less a $10 million charge for the write-off of capitalized loan origination costs). These results were partially offset by an increase in the provision (credit) for loan and lease losses of $16 million compared to one year ago.

*****

Key traces its history back more than 160 years and is headquartered in Cleveland, Ohio. One of the nation’s largest bank-based financial services companies, Key has assets of approximately $86.5 billion at June 30, 2012.

Key provides deposit, lending, cash management and investment services to individuals and small businesses through its 14-state branch network under the name KeyBank National Association. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name.

For more information, visit https://www.key.com/. KeyBank is Member FDIC.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 11

CONTACTS:
ANALYSTS	MEDIA
Vernon L. Patterson	David Reavis
216.689.0520	216.471.2886
Vernon_Patterson@KeyBank.com	David_Reavis@KeyBank.com
	Twitter: @keybank_news

Kelly L. Lammers

216.689.3133

Kelly_L_Lammers@KeyBank.com

INVESTOR	KEY MEDIA
RELATIONS: www.key.com/ir	NEWSROOM: www.key.com/newsroom

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Key’s financial condition, results of operations, earnings outlook, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent 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 could cause Key’s actual results to differ materially from those described in the forward-looking statements can be found in KeyCorp’s Annual Report on Form 10-K for the year ended December 31, 2011, and its Quarterly Report on Form 10-Q for the period ended March 31, 2012, each of which have been filed with the Securities and Exchange Commission and are available on Key’s website (www.key.com/ir) and 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. Key does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Notes to Editors:

A live Internet broadcast of KeyCorp’s conference call to discuss quarterly results and currently anticipated earnings trends and to answer analysts’ questions can be accessed through the Investor Relations section at https://www.key.com/ir at 9:00 a.m. ET, on Thursday, July 19, 2012. An audio replay of the call will be available through July 26, 2012.

For up-to-date company information, media contacts, and facts and figures about Key’s lines of business, visit our Media Newsroom at https://www.key.com/newsroom.

*****

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 12

KeyCorp

Second Quarter 2012

Financial Supplement

Page
13	Financial Highlights
15	GAAP to Non-GAAP Reconciliation
16	Consolidated Balance Sheets
17	Consolidated Statements of Income
18	Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
20	Noninterest Income
20	Trust and Investment Services Income
20	Investment Banking and Capital Markets Income (Loss)
21	Noninterest Expense
21	Personnel Expense
22	Loan Composition
22	Loans Held for Sale Composition
22	Summary of Changes in Loans Held for Sale
23	Exit Loan Portfolio From Continuing Operations
23	Asset Quality Statistics From Continuing Operations
24	Summary of Loan and Lease Loss Experience From Continuing Operations
25	Summary of Nonperforming Assets and Past Due Loans From Continuing Operations
26	Summary of Changes in Nonperforming Loans From Continuing Operations
26	Summary of Changes in Nonperforming Loans Held for Sale From Continuing Operations
26	Summary of Changes in Other Real Estate Owned, Net of Allowance, From Continuing Operations
27	Line of Business Results

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 13

Financial Highlights

(dollars in millions, except per share amounts)

	Three months ended
	6-30-12			3-31-12			6-30-11
Summary of operations
Net interest income (TE)	$	544		$	559		$	570
Noninterest income		485			472			454
Total revenue (TE)		1,029			1,031			1,024
Provision (credit) for loan and lease losses		21			42			(8	)
Noninterest expense		714			703			680
Income (loss) from continuing operations attributable to Key		226			205			249
Income (loss) from discontinued operations, net of taxes (b)		10			(5	)		(9	)
Net income (loss) attributable to Key		236			200			240
Income (loss) from continuing operations attributable to Key common shareholders	$	221		$	199		$	243
Income (loss) from discontinued operations, net of taxes (b)		10			(5	)		(9	)
Net income (loss) attributable to Key common shareholders		231			194			234
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.23		$	.21		$	.26
Income (loss) from discontinued operations, net of taxes (b)		.01			(.01	)		(.01	)
Net income (loss) attributable to Key common shareholders (e)		.24			.20			.25
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution		.23			.21			.26
Income (loss) from discontinued operations, net of taxes — assuming dilution (b)		.01			(.01	)		(.01	)
Net income (loss) attributable to Key common shareholders — assuming dilution (e)		.24			.20			.25
Cash dividends paid		.05			.03			.03
Book value at period end		10.43			10.26			9.88
Tangible book value at period end		9.45			9.28			8.90
Market price at period end		7.74			8.50			8.33
Performance ratios
From continuing operations:
Return on average total assets		1.12	%		1.02	%		1.23	%
Return on average common equity		9.06			8.25			10.51
Net interest margin (TE)		3.06			3.16			3.19
From consolidated operations:
Return on average total assets		1.10	%		.93	%		1.10	%
Return on average common equity		9.47			8.04			10.12
Net interest margin (TE)		2.99			3.08			3.11
Loan to deposit (d)		86.38			86.97			86.10
Capital ratios at period end
Key shareholders’ equity to assets		11.74	%		11.55	%		10.95	%
Tangible Key shareholders’ equity to tangible assets		10.78			10.60			10.00
Tangible common equity to tangible assets (a)		10.44			10.26			9.67
Tier 1 common equity (a), (c)		11.68			11.55			11.14
Tier 1 risk-based capital (c)		12.50			13.29			13.93
Total risk-based capital (c)		15.89			16.68			17.88
Leverage (c)		11.29			12.12			12.13
Asset quality — from continuing operations
Net loan charge-offs	$	77		$	101		$	134
Net loan charge-offs to average loans		.63	%		.82	%		1.11	%
Allowance for loan and lease losses to annualized net loan charge-offs		286.74			232.39			228.85
Allowance for loan and lease losses	$	888		$	944		$	1,230
Allowance for credit losses		939			989			1,287
Allowance for loan and lease losses to period-end loans		1.79	%		1.92	%		2.57	%
Allowance for credit losses to period-end loans		1.89			2.01			2.69
Allowance for loan and lease losses to nonperforming loans		135.16			141.74			146.08
Allowance for credit losses to nonperforming loans		142.92			148.50			152.85
Nonperforming loans at period end	$	657		$	666		$	842
Nonperforming assets at period end		751			767			950
Nonperforming loans to period-end portfolio loans		1.32	%		1.35	%		1.76	%
Nonperforming assets to period-end portfolio loans plus
OREO and other nonperforming assets		1.51			1.55			1.98
Trust and brokerage assets
Assets under management	$	49,149		$	52,633		$	59,253
Nonmanaged and brokerage assets		23,912			33,021			29,472
Other data
Average full-time equivalent employees		15,455			15,404			15,349
Branches		1,062			1,059			1,048
Taxable-equivalent adjustment	$	6		$	6		$	6

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 14

Financial Highlights (continued)

(dollars in millions, except per share amounts)

	Six months ended
	6-30-12			6-30-11
Summary of operations
Net interest income (TE)	$	1,103		$	1,174
Noninterest income		957			911
Total revenue (TE)		2,060			2,085
Provision (credit) for loan and lease losses		63			(48	)
Noninterest expense		1,417			1,381
Income (loss) from continuing operations attributable to Key		431			523
Income (loss) from discontinued operations, net of taxes (b)		5			(20	)
Net income (loss) attributable to Key		436			503
Income (loss) from continuing operations attributable to Key common shareholders	$	420		$	427
Income (loss) from discontinued operations, net of taxes (b)		5			(20	)
Net income (loss) attributable to Key common shareholders		425			407
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.44		$	.47
Income (loss) from discontinued operations, net of taxes (b)		.01			(.02	)
Net income (loss) attributable to Key common shareholders (e)		.45			.44
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution		.44			.46
Income (loss) from discontinued operations, net of taxes — assuming dilution (b)		.01			(.02	)
Net income (loss) attributable to Key common shareholders — assuming dilution (e)		.45			.44
Cash dividends paid		.08			.04
Performance ratios
From continuing operations:
Return on average total assets		1.07	%		1.27	%
Return on average common equity		8.66			9.67
Net interest margin (TE)		3.11			3.22
From consolidated operations:
Return on average total assets		1.01	%		1.14	%
Return on average common equity		8.76			9.22
Net interest margin (TE)		3.03			3.14
Asset quality — from continuing operations
Net loan charge-offs	$	178		$	327
Net loan charge-offs to average loans		.72	%		1.35	%
Other data
Average full-time equivalent employees		15,430			15,326
Taxable-equivalent adjustment	$	12		$	13

(a) The following table entitled “GAAP to Non-GAAP Reconciliations” presents the computations of certain financial measures related to “tangible common equity” and “Tier 1 common equity.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

(b) In April 2009, management decided to wind down the operations of Austin Capital Management, Ltd., a subsidiary that specialized in managing hedge fund investments for institutional customers. In September 2009, management decided to discontinue the education lending business conducted through Key Education Resources, the education payment and financing unit of KeyBank National Association. As a result of these decisions, Key has accounted for these businesses as discontinued operations.

(c) 6-30-12 ratio is estimated.

(d) Represents period-end consolidated total loans and loans held for sale (excluding education loans in the securitization trusts) divided by period-end consolidated total deposits (excluding deposits in foreign office).

(e) Earnings per share may not foot due to rounding.

TE = Taxable Equivalent, GAAP = U.S. generally accepted accounting principles

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 15

GAAP to Non-GAAP Reconciliations

(dollars in millions, except per share amounts)

The table below presents certain non-GAAP financial measures related to “tangible common equity,” “Tier 1 common equity” and “pre-provision net revenue.”

The tangible common equity ratio has been a focus for some investors, and management believes this ratio may assist investors in analyzing Key’s capital position without regard to the effects of intangible assets and preferred stock. Traditionally, the banking regulators have assessed bank and bank holding company capital adequacy based on both the amount and the composition of capital, the calculation of which is prescribed in federal banking regulations. Since the commencement of the Comprehensive Capital Analysis and Review process in early 2009, the Federal Reserve has focused its assessment of capital adequacy on a component of Tier 1 risk-based capital known as Tier 1 common equity, a non-GAAP financial measure. Because the Federal Reserve has long indicated that voting common shareholders’ equity (essentially Tier 1 risk-based capital less preferred stock, qualifying capital securities and noncontrolling interests in subsidiaries) generally should be the dominant element in Tier 1 risk-based capital, this focus on Tier 1 common equity is consistent with existing capital adequacy categories.

Tier 1 common equity is neither formally defined by GAAP nor prescribed in amount by federal banking regulations; this measure is considered to be a non-GAAP financial measure. Since analysts and banking regulators may assess Key’s capital adequacy using tangible common equity and Tier 1 common equity, management believes it is useful to enable investors to assess Key’s capital adequacy on these same bases. The table also reconciles the GAAP performance measures to the corresponding non-GAAP measures.

The table also shows the computation for pre-provision net revenue, which is not formally defined by GAAP. Management believes that eliminating the effects of the provision for loan and lease losses makes it easier to analyze the results by presenting them on a more comparable basis.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.

	Three months ended
	6-30-12			3-31-12			6-30-11
Tangible common equity to tangible assets at period end
Key shareholders’ equity (GAAP)	$	10,155		$	10,099		$	9,719
Less: Intangible assets		932			932			936
Preferred Stock, Series A		291			291			291
Tangible common equity (non-GAAP)	$	8,932		$	8,876		$	8,492
Total assets (GAAP)	$	86,523		$	87,431		$	88,782
Less: Intangible assets		932			932			936
Tangible assets (non-GAAP)	$	85,591		$	86,499		$	87,846
Tangible common equity to tangible assets ratio (non-GAAP)		10.44	%		10.26	%		9.67	%
Tier 1 common equity at period end
Key shareholders’ equity (GAAP)	$	10,155		$	10,099		$	9,719
Qualifying capital securities		339			1,046			1,791
Less: Goodwill		917			917			917
Accumulated other comprehensive income (loss) (a)		(113	)		(70	)		47
Other assets (b)		69			69			157
Total Tier 1 capital (regulatory)		9,621			10,229			10,389
Less: Qualifying capital securities		339			1,046			1,791
Preferred Stock, Series A		291			291			291
Total Tier 1 common equity (non-GAAP)	$	8,991		$	8,892		$	8,307
Net risk-weighted assets (regulatory) (b), (c)	$	76,984		$	76,956		$	74,578
Tier 1 common equity ratio (non-GAAP) (c)		11.68	%		11.55	%		11.14	%
Pre-provision net revenue
Net interest income (GAAP)	$	538		$	553		$	564
Plus: Taxable-equivalent adjustment		6			6			6
Noninterest income		485			472			454
Less: Noninterest expense		714			703			680
Pre-provision net revenue from continuing operations (non-GAAP)	$	315		$	328		$	344

(a) Includes net unrealized gains or losses on securities available for sale (except for net unrealized losses on marketable equity securities), net gains or losses on cash flow hedges, and amounts resulting from the December 31, 2006, adoption and subsequent application of the applicable accounting guidance for defined benefit and other postretirement plans.

(b) Other assets deducted from Tier 1 capital and net risk-weighted assets consist of disallowed deferred tax assets of $75 million at June 30, 2011, disallowed intangible assets (excluding goodwill) and deductible portions of nonfinancial equity investments. There were no disallowed deferred tax assets at June 30, 2012 and March 31, 2012.

(c) 6-30-12 amount is estimated.

GAAP = U.S. generally accepted accounting principles

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 16

Consolidated Balance Sheets

(dollars in millions)

	6-30-12			3-31-12			6-30-11
Assets
Loans	$	49,605		$	49,226		$	47,840
Loans held for sale		656			511			381
Securities available for sale		13,205			14,633			18,680
Held-to-maturity securities		4,352			3,019			19
Trading account assets		679			614			769
Short-term investments		2,216			3,605			4,563
Other investments		1,186			1,188			1,195
Total earning assets		71,899			72,796			73,447
Allowance for loan and lease losses		(888	)		(944	)		(1,230	)
Cash and due from banks		717			416			853
Premises and equipment		931			937			919
Operating lease assets		318			335			453
Goodwill		917			917			917
Other intangible assets		15			15			19
Corporate-owned life insurance		3,285			3,270			3,208
Derivative assets		818			830			900
Accrued income and other assets		2,978			3,091			2,968
Discontinued assets		5,533			5,768			6,328
Total assets	$	86,523		$	87,431		$	88,782
Liabilities
Deposits in domestic offices:
NOW and money market deposit accounts	$	28,957		$	29,124		$	26,277
Savings deposits		2,103			2,075			1,973
Certificates of deposit ($100,000 or more)		3,669			3,984			4,939
Other time deposits		5,385			5,848			7,167
Total interest-bearing deposits		40,114			41,031			40,356
Noninterest-bearing deposits		21,435			19,606			19,318
Deposits in foreign office — interest-bearing		618			857			736
Total deposits		62,167			61,494			60,410
Federal funds purchased and securities sold under repurchase agreements		1,716			1,846			1,668
Bank notes and other short-term borrowings		362			324			511
Derivative liabilities		763			754			991
Accrued expense and other liabilities		1,417			1,450			1,518
Long-term debt		7,521			8,898			10,997
Discontinued liabilities		2,401			2,549			2,950
Total liabilities		76,347			77,315			79,045
Equity
Preferred stock, Series A		291			291			291
Common shares		1,017			1,017			1,017
Capital surplus		4,120			4,116			4,191
Retained earnings		6,595			6,411			5,926
Treasury stock, at cost		(1,796	)		(1,717	)		(1,815	)
Accumulated other comprehensive income (loss)		(72	)		(19	)		109
Key shareholders’ equity		10,155			10,099			9,719
Noncontrolling interests		21			17			18
Total equity		10,176			10,116			9,737
Total liabilities and equity	$	86,523		$	87,431		$	88,782
Common shares outstanding (000)		945,473			956,102			953,822

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 17

Consolidated Statements of Income

(dollars in millions, except per share amounts)

	Three months ended								Six months ended
	6-30-12		3-31-12			6-30-11			6-30-12		6-30-11
Interest income
Loans	$	518	$	536		$	551		$	1,054	$	1,121
Loans held for sale		5		5			3			10		7
Securities available for sale		105		116			149			221		315
Held-to-maturity securities		17		12			1			29		1
Trading account assets		5		6			9			11		16
Short-term investments		2		1			1			3		2
Other investments		10		8			12			18		24
Total interest income		662		684			726			1,346		1,486
Interest expense
Deposits		71		77			100			148		210
Federal funds purchased and securities sold under repurchase agreements		1		1			2			2		3
Bank notes and other short-term borrowings		2		2			3			4		6
Long-term debt		50		51			57			101		106
Total interest expense		124		131			162			255		325
Net interest income		538		553			564			1,091		1,161
Provision (credit) for loan and lease losses		21		42			(8	)		63		(48	)
Net interest income (expense) after provision for loan and lease losses		517		511			572			1,028		1,209
Noninterest income
Trust and investment services income		102		109			113			211		223
Service charges on deposit accounts		70		68			69			138		137
Operating lease income		20		22			32			42		67
Letter of credit and loan fees		56		54			47			110		102
Corporate-owned life insurance income		30		30			28			60		55
Net securities gains (losses) (a)		—		—			2			—		1
Electronic banking fees		19		17			33			36		63
Gains on leased equipment		36		27			5			63		9
Insurance income		11		12			14			23		29
Net gains (losses) from loan sales		32		22			11			54		30
Net gains (losses) from principal investing		24		35			17			59		52
Investment banking and capital markets income (loss)		37		43			42			80		85
Other income		48		33			41			81		58
Total noninterest income		485		472			454			957		911
Noninterest expense
Personnel		389		385			380			774		751
Net occupancy		62		64			62			126		127
Operating lease expense		15		17			25			32		53
Computer processing		43		41			42			84		84
Business services and professional fees		51		38			44			89		82
FDIC assessment		8		8			9			16		38
OREO expense, net		7		6			(3	)		13		7
Equipment		27		26			26			53		52
Marketing		17		13			10			30		20
Provision (credit) for losses on lending-related commitments		6		—			(12	)		6		(16	)
Other expense		89		105			97			194		183
Total noninterest expense		714		703			680			1,417		1,381
Income (loss) from continuing operations before income taxes		288		280			346			568		739
Income taxes		57		75			94			132		205
Income (loss) from continuing operations		231		205			252			436		534
Income (loss) from discontinued operations, net of taxes		10		(5	)		(9	)		5		(20	)
Net income (loss)		241		200			243			441		514
Less: Net income (loss) attributable to noncontrolling interests		5		—			3			5		11
Net income (loss) attributable to Key	$	236	$	200		$	240		$	436	$	503
Income (loss) from continuing operations attributable to Key common shareholders	$	221	$	199		$	243		$	420	$	427
Net income (loss) attributable to Key common shareholders		231		194			234			425		407
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.23	$	.21		$	.26		$	.44	$	.47
Income (loss) from discontinued operations, net of taxes		.01		(.01	)		(.01	)		.01		(.02	)
Net income (loss) attributable to Key common shareholders		.24		.20			.25			.45		.44
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders	$	.23	$	.21		$	.26		$	.44	$	.46
Income (loss) from discontinued operations, net of taxes		.01		(.01	)		(.01	)		.01		(.02	)
Net income (loss) attributable to Key common shareholders (c)		.24		.20			.25			.45		.44
Cash dividends declared per common share	$	.05	$	.03		$	.03		$	.08	$	.04
Weighted-average common shares outstanding (000)		944,648		949,342			947,565			946,995		914,911
Weighted-average common shares and potential common shares outstanding (000) (b)		948,087		953,971			952,133			951,029		920,162

(a) For the three months ended June 30, 2012, March 31, 2012, and June 30, 2011, Key did not have any impairment losses related to securities.

(b) Assumes conversion of stock options and/or Preferred Series A shares, as applicable.

(c) Earnings per share may not foot due to rounding.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 18

Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations

(dollars in millions)

	Second Quarter 2012								First Quarter 2012								Second Quarter 2011
	Average Balance			Interest (a)		Yield/Rate  (a)			Average Balance			Interest (a)		Yield/Rate  (a)			Average Balance			Interest (a)		Yield/Rate  (a)
Assets
Loans: (b), (c)
Commercial, financial and agricultural	$	20,132		$	190		3.80	%	$	19,638		$	194		3.98	%	$	16,922		$	174		4.13	%
Real estate — commercial mortgage		7,613			85		4.50			7,993			89		4.48			8,460			95		4.47
Real estate — construction		1,216			14		4.64			1,284			16		4.86			1,760			19		4.44
Commercial lease financing		5,700			51		3.55			5,846			58		3.97			6,094			75		4.93
Total commercial loans		34,661			340		3.94			34,761			357		4.12			33,236			363		4.38
Real estate — residential mortgage		1,990			24		4.91			1,950			25		5.04			1,818			24		5.33
Home equity:
Key Community Bank		9,359			94		4.04			9,173			93		4.08			9,441			97		4.13
Other		493			9		7.66			521			10		7.68			611			12		7.66
Total home equity loans		9,852			103		4.23			9,694			103		4.27			10,052			109		4.35
Consumer other — Key Community Bank		1,247			29		9.20			1,193			28		9.61			1,151			27		9.39
Consumer other:
Marine		1,595			26		6.29			1,714			27		6.28			2,051			32		6.20
Other		101			2		8.49			118			2		7.79			146			3		7.81
Total consumer other		1,696			28		6.42			1,832			29		6.38			2,197			35		6.31
Total consumer loans		14,785			184		4.99			14,669			185		5.07			15,218			195		5.13
Total loans		49,446			524		4.26			49,430			542		4.41			48,454			558		4.61
Loans held for sale		585			5		3.43			581			5		3.62			376			3		3.72
Securities available for sale (b), (e)		13,865			105		3.13			15,259			116		3.15			19,005			149		3.19
Held-to-maturity securities (b)		3,493			17		1.98			2,251			12		2.08			19			—		10.72
Trading account assets		768			5		3.01			808			6		2.72			893			9		3.96
Short-term investments		2,608			2		.29			1,898			1		.29			1,913			1		.23
Other investments (e)		1,177			10		3.21			1,169			8		2.78			1,328			12		3.24
Total earning assets		71,942			668		3.74			71,396			690		3.91			71,988			732		4.09
Allowance for loan and lease losses		(928	)							(968	)							(1,279	)
Accrued income and other assets		9,906								10,038								10,677
Discontinued assets — education lending business		5,633								5,757								6,350
Total assets	$	86,553							$	86,223							$	87,736
Liabilities
NOW and money market deposit accounts	$	29,106			13		.18		$	28,328			15		.21		$	26,354			19		.29
Savings deposits		2,085			—		.03			1,997			—		.06			1,981			1		.06
Certificates of deposit ($100,000 or more) (f)		3,858			27		2.85			4,036			29		2.91			5,075			38		3.02
Other time deposits		5,645			30		2.13			6,035			33		2.19			7,330			42		2.31
Deposits in foreign office		759			1		.24			769			—		.25			869			—		.34
Total interest-bearing deposits		41,453			71		.69			41,165			77		.76			41,609			100		.97
Federal funds purchased and securities sold under repurchase agreements		1,880			1		.20			1,850			1		.21			2,089			2		.27
Bank notes and other short-term borrowings		468			2		1.80			490			2		1.53			672			3		1.96
Long-term debt (f), (g)		5,463			50		4.01			6,161			51		3.61			7,576			57		3.26
Total interest-bearing liabilities		49,264			124		1.02			49,666			131		1.07			51,946			162		1.27
Noninterest-bearing deposits		19,610								18,466								16,932
Accrued expense and other liabilities		1,927								2,325								2,767
Discontinued liabilities — education lending business (d), (g)		5,633								5,757								6,350
Total liabilities		76,434								76,214								77,995
Equity
Key shareholders’ equity		10,100								9,992								9,561
Noncontrolling interests		19								17								180
Total equity		10,119								10,009								9,741
Total liabilities and equity	$	86,553							$	86,223							$	87,736
Interest rate spread (TE)							2.72	%							2.84	%							2.82	%
Net interest income (TE) and net interest margin (TE)					544		3.06	%					559		3.16	%					570		3.19	%
TE adjustment (b)					6								6								6
Net interest income, GAAP basis				$	538							$	553							$	564

(a) Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (d) below, calculated using a matched funds transfer pricing methodology.

(b) 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%.

(c) For purposes of these computations, nonaccrual loans are included in average loan balances.

(d) Discontinued liabilities include the liabilities of the education lending business and the dollar amount of any additional liabilities assumed necessary to support the assets associated with this business.

(e) Yield is calculated on the basis of amortized cost.

(f) Rate calculation excludes basis adjustments related to fair value hedges.

(g) A portion of long-term debt and the related interest expense is allocated to discontinued liabilities as a result of applying our matched funds transfer pricing methodology to discontinued operations.

TE = Taxable Equivalent, GAAP = U.S. generally accepted accounting principles

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 19

Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations

(dollars in millions)

	Six months ended June 30, 2012								Six months ended June 30, 2011
	Average								Average
	Balance			Interest(a)		Yield/Rate(a)			Balance			Interest(a)		Yield/Rate(a)
Assets
Loans: (b), (c)
Commercial, financial and agricultural	$	19,885		$	384		3.89	%	$	16,618		$	348		4.23	%
Real estate — commercial mortgage		7,803			174		4.49			8,847			199		4.52
Real estate — construction		1,250			30		4.75			1,895			39		4.20
Commercial lease financing		5,773			109		3.76			6,214			155		4.98
Total commercial loans		34,711			697		4.03			33,574			741		4.44
Real estate — residential mortgage		1,970			49		4.98			1,814			48		5.32
Home equity:
Key Community Bank		9,266			187		4.06			9,447			194		4.14
Other		507			19		7.67			629			24		7.63
Total home equity loans		9,773			206		4.25			10,076			218		4.36
Consumer other — Key Community Bank		1,220			57		9.40			1,154			55		9.64
Consumer other:
Marine		1,655			53		6.29			2,112			66		6.23
Other		109			4		8.11			151			6		7.86
Total consumer other		1,764			57		6.40			2,263			72		6.34
Total consumer loans		14,727			369		5.03			15,307			393		5.16
Total loans		49,438			1,066		4.33			48,881			1,134		4.67
Loans held for sale		583			10		3.52			383			7		3.62
Securities available for sale (b), (e)		14,562			221		3.14			20,076			315		3.19
Held-to-maturity securities (b)		2,872			29		2.02			19			1		11.12
Trading account assets		788			11		2.86			955			16		3.31
Short-term investments		2,253			3		.29			1,938			2		.24
Other investments (e)		1,173			18		2.99			1,344			24		3.29
Total earning assets		71,669			1,358		3.83			73,596			1,499		4.10
Allowance for loan and lease losses		(948	)							(1,386	)
Accrued income and other assets		9,972								10,622
Discontinued assets — education lending business		5,695								6,414
Total assets	$	86,388							$	89,246
Liabilities
NOW and money market deposit accounts	$	28,717			28		.20		$	26,677			38		.29
Savings deposits		2,041			—		.04			1,944			1		.06
Certificates of deposit ($100,000 or more) (f)		3,947			56		2.88			5,350			81		3.04
Other time deposits		5,840			63		2.16			7,654			89		2.35
Deposits in foreign office		764			1		.24			954			1		.33
Total interest-bearing deposits		41,309			148		.72			42,579			210		.99
Federal funds purchased and securities sold under repurchase agreements		1,865			2		.20			2,231			3		.27
Bank notes and other short-term borrowings		479			4		1.66			705			6		1.83
Long-term debt (f), (g)		5,812			101		3.80			7,186			106		3.18
Total interest-bearing liabilities		49,465			255		1.05			52,701			325		1.26
Noninterest-bearing deposits		19,038								16,707
Accrued expense and other liabilities		2,126								2,822
Discontinued liabilities — education lending business (d), (g)		5,695								6,414
Total liabilities		76,324								78,644
Equity
Key shareholders’ equity		10,046								10,383
Noncontrolling interests		18								219
Total equity		10,064								10,602
Total liabilities and equity	$	86,388							$	89,246
Interest rate spread (TE)							2.78	%							2.84	%
Net interest income (TE) and net interest margin (TE)					1,103		3.11	%					1,174		3.22	%
TE adjustment (b)					12								13
Net interest income, GAAP basis				$	1,091							$	1,161

(a) Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (d) below, calculated using a matched funds transfer pricing methodology.

(b) 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%.

(c) For purposes of these computations, nonaccrual loans are included in average loan balances.

(d) Discontinued liabilities include the liabilities of the education lending business and the dollar amount of any additional liabilities assumed necessary to support the assets associated with this business.

(e) Yield is calculated on the basis of amortized cost.

(f) Rate calculation excludes basis adjustments related to fair value hedges.

(g) A portion of long-term debt and the related interest expense is allocated to discontinued liabilities as a result of applying our matched funds transfer pricing methodology to discontinued operations.

TE = Taxable Equivalent, GAAP = U.S. generally accepted accounting principles

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 20

Noninterest Income

(in millions)

	Three months ended						Six months ended
	6-30-12		3-31-12		6-30-11		6-30-12		6-30-11
Trust and investment services income (a)	$	102	$	109	$	113	$	211	$	223
Service charges on deposit accounts		70		68		69		138		137
Operating lease income		20		22		32		42		67
Letter of credit and loan fees		56		54		47		110		102
Corporate-owned life insurance income		30		30		28		60		55
Net securities gains (losses)		—		—		2		—		1
Electronic banking fees		19		17		33		36		63
Gains on leased equipment		36		27		5		63		9
Insurance income		11		12		14		23		29
Net gains (losses) from loan sales		32		22		11		54		30
Net gains (losses) from principal investing		24		35		17		59		52
Investment banking and capital markets income (loss) (a)		37		43		42		80		85
Other income		48		33		41		81		58
Total noninterest income	$	485	$	472	$	454	$	957	$	911

(a) Additional detail provided in tables below.

Trust and Investment Services Income

(in millions)

	Three months ended						Six months ended
	6-30-12		3-31-12		6-30-11		6-30-12		6-30-11
Brokerage commissions and fee income	$	32	$	36	$	33	$	68	$	65
Personal asset management and custody fees		39		39		40		78		78
Institutional asset management and custody fees		31		34		40		65		80
Total trust and investment services income	$	102	$	109	$	113	$	211	$	223

Investment Banking and Capital Markets Income (Loss)

(in millions)

	Three months ended								Six months ended
	6-30-12			3-31-12		6-30-11			6-30-12			6-30-11
Investment banking income	$	25		$	20	$	25		$	45		$	51
Income (loss) from other investments		4			5		10			9			12
Dealer trading and derivatives income (loss), proprietary (a), (b)		(8	)		3		(6	)		(5	)		(8	)
Dealer trading and derivatives income (loss), nonproprietary (b)		6			6		3			12			9
Total dealer trading and derivatives income (loss)		(2	)		9		(3	)		7			1
Foreign exchange income		10			9		10			19			21
Total investment banking and capital markets income (loss)	$	37		$	43	$	42		$	80		$	85

(a) For the quarters ended June 30, 2012, March 31, 2012, and June 30, 2011, fixed income and equity securities trading comprised the vast majority of this amount. For the quarter ended June 30, 2012, income related to foreign exchange derivative trading, interest rate derivative trading, and credit portfolio management was less than $1 million. For the quarters ended March 31, 2012, and June 30, 2011, income related to foreign exchange and interest rate derivative trading was less than $1 million and was offset by losses from Key’s credit portfolio management activities.

(b) The allocation between proprietary and nonproprietary is made based upon whether the trade is conducted for the benefit of Key or Key’s clients rather than based upon the proposed rulemakings under the Volcker Rule. The prohibitions and restrictions on proprietary trading activities contemplated by the Volcker Rule and the rules proposed thereunder are not yet final. Therefore, the ultimate impact of the rules proposed under the Volcker Rule is not yet known.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 21

Noninterest Expense

(dollars in millions)

	Three months ended							Six months ended
	6-30-12		3-31-12		6-30-11			6-30-12		6-30-11
Personnel (a)	$	389	$	385	$	380		$	774	$	751
Net occupancy		62		64		62			126		127
Operating lease expense		15		17		25			32		53
Computer processing		43		41		42			84		84
Business services and professional fees		51		38		44			89		82
FDIC assessment		8		8		9			16		38
OREO expense, net		7		6		(3	)		13		7
Equipment		27		26		26			53		52
Marketing		17		13		10			30		20
Provision (credit) for losses on lending-related commitments		6		—		(12	)		6		(16	)
Other expense		89		105		97			194		183
Total noninterest expense	$	714	$	703	$	680		$	1,417	$	1,381
Average full-time equivalent employees (b)		15,455		15,404		15,349			15,430		15,326

(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
	6-30-12		3-31-12		6-30-11		6-30-12		6-30-11
Salaries	$	245	$	236	$	228	$	481	$	452
Incentive compensation		71		66		73		137		146
Employee benefits		56		65		58		121		120
Stock-based compensation		13		14		16		27		21
Severance		4		4		5		8		12
Total personnel expense	$	389	$	385	$	380	$	774	$	751

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 22

Loan Composition

(dollars in millions)

							Percent change 6-30-12 vs.
	6-30-12		3-31-12		6-30-11		3-31-12			6-30-11
Commercial, financial and agricultural	$	20,386	$	19,787	$	16,883		3.0	%		20.7	%
Commercial real estate:
Commercial mortgage		7,409		7,807		8,069		(5.1	)		(8.2	)
Construction		1,172		1,273		1,631		(7.9	)		(28.1	)
Total commercial real estate loans		8,581		9,080		9,700		(5.5	)		(11.5	)
Commercial lease financing		5,636		5,755		6,105		(2.1	)		(7.7	)
Total commercial loans		34,603		34,622		32,688		(.1	)		5.9
Residential — prime loans:
Real estate — residential mortgage		2,016		1,967		1,838		2.5			9.7
Home equity:
Key Community Bank		9,601		9,153		9,431		4.9			1.8
Other		479		507		595		(5.5	)		(19.5	)
Total home equity loans		10,080		9,660		10,026		4.3			.5
Total residential — prime loans		12,096		11,627		11,864		4.0			2.0
Consumer other — Key Community Bank		1,263		1,212		1,157		4.2			9.2
Consumer other:
Marine		1,542		1,654		1,989		(6.8	)		(22.5	)
Other		101		111		142		(9.0	)		(28.9	)
Total consumer — indirect loans		1,643		1,765		2,131		(6.9	)		(22.9	)
Total consumer loans		15,002		14,604		15,152		2.7			(1.0	)
Total loans (a)	$	49,605	$	49,226	$	47,840		.8	%		3.7	%

Loans Held for Sale Composition

(dollars in millions)

							Percent change 6-30-12 vs.
	6-30-12		3-31-12		6-30-11		3-31-12			6-30-11
Commercial, financial and agricultural	$	18	$	28	$	80		(35.7	)%		(77.5	)%
Real estate — commercial mortgage		523		362		198		44.5			164.1
Real estate — construction		12		15		39		(20.0	)		(69.2	)
Commercial lease financing		13		30		6		(56.7	)		116.7
Real estate — residential mortgage		90		76		58		18.4			55.2
Total loans held for sale	$	656	$	511	$	381		28.4	%		72.2	%

Summary of Changes in Loans Held for Sale

(dollars in millions)

	2Q12			1Q12			4Q11			3Q11			2Q11
Balance at beginning of period	$	511		$	728		$	479		$	381		$	426
New originations		1,308			935			1,235			853			914
Transfers from held to maturity, net		7			19			19			23			16
Loan sales		(1,165	)		(1,168	)		(932	)		(759	)		(1,039	)
Loan draws (payments), net		(4	)		(3	)		(72	)		1			73
Transfers to OREO / valuation adjustments		(1	)		—			(1	)		(20	)		(9	)
Balance at end of period	$	656		$	511		$	728		$	479		$	381

(a) Excluded at June 30, 2012, March 31, 2012, and June 30, 2011, are loans in the amount of $5.5 billion, $5.7 billion, and $6.3 billion, respectively, related to the discontinued operations of the education lending business.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 23

Exit Loan Portfolio From Continuing Operations

(dollars in millions)

	Balance Outstanding				Change 6-30-12 vs.			Net Loan Charge-offs					Balance on Nonperforming Status
	6-30-12		3-31-12		3-31-12			2Q12		1Q12(c)			6-30-12		3-31-12
Residential properties — homebuilder	$	33	$	34	$	(1	)		—	$	2		$	14	$	17
Marine and RV floor plan		39		59		(20	)	$	2		7			15		32
Commercial lease financing (a)		1,237		1,534		(297	)		1		(1	)		9		11
Total commercial loans		1,309		1,627		(318	)		3		8			38		60
Home equity — Other		479		507		(28	)		7		7			17		12
Marine		1,542		1,654		(112	)		7		10			19		31
RV and other consumer		101		111		(10	)		2		1			1		—
Total consumer loans		2,122		2,272		(150	)		16		18			37		43
Total exit loans in loan portfolio	$	3,431	$	3,899	$	(468	)	$	19	$	26		$	75	$	103
Discontinued operations — education lending business (not included in exit loans above) (b)	$	5,483	$	5,715	$	(232	)	$	12	$	19		$	18	$	19

(a) Includes (1) the business aviation, commercial vehicle, office products, construction and industrial leases; (2) Canadian lease financing portfolios; and (3) all remaining balances related to lease in, lease out; sale in, lease out; service contract leases; and qualified technological equipment leases.

(b) Includes loans in Key’s consolidated education loan securitization trusts.

(c) Credit amounts indicate recoveries exceeded charge-offs.

Asset Quality Statistics From Continuing Operations

(dollars in millions)

	2Q12			1Q12			4Q11			3Q11			2Q11
Net loan charge-offs	$	77		$	101		$	105		$	109		$	134
Net loan charge-offs to average loans		.63	%		.82	%		.86	%		.90	%		1.11	%
Allowance for loan and lease losses to annualized net loan charge-offs		286.74			232.39			241.01			261.54			228.85
Allowance for loan and lease losses	$	888		$	944		$	1,004		$	1,131		$	1,230
Allowance for credit losses (a)		939			989			1,049			1,187			1,287
Allowance for loan and lease losses to period-end loans		1.79	%		1.92	%		2.03	%		2.35	%		2.57	%
Allowance for credit losses to period-end loans		1.89			2.01			2.12			2.46			2.69
Allowance for loan and lease losses to nonperforming loans		135.16			141.74			138.10			143.53			146.08
Allowance for credit losses to nonperforming loans		142.92			148.50			144.29			150.63			152.85
Nonperforming loans at period end	$	657		$	666		$	727		$	788		$	842
Nonperforming assets at period end		751			767			859			914			950
Nonperforming loans to period-end portfolio loans		1.32	%		1.35	%		1.47	%		1.64	%		1.76	%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets		1.51			1.55			1.73			1.89			1.98

(a) Includes the allowance for loan and lease losses plus the liability for credit losses on lending-related commitments.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 24

Summary of Loan and Lease Loss Experience From Continuing Operations

(dollars in millions)

	Three months ended									Six months ended
	6-30-12			3-31-12			6-30-11			6-30-12			6-30-11
Average loans outstanding	$	49,446		$	49,430		$	48,454		$	49,438		$	48,881
Allowance for loan and lease losses at beginning of period	$	944		$	1,004		$	1,372		$	1,004		$	1,604
Loans charged off:
Commercial, financial and agricultural		23			26			51			49			93
Real estate — commercial mortgage		23			23			16			46			62
Real estate — construction		5			11			27			16			62
Total commercial real estate loans		28			34			43			62			124
Commercial lease financing		16			4			9			20			26
Total commercial loans		67			64			103			131			243
Real estate — residential mortgage		7			6			7			13			17
Home equity:
Key Community Bank		23			25			28			48			53
Other		9			8			11			17			26
Total home equity loans		32			33			39			65			79
Consumer other — Key Community Bank		10			10			11			20			23
Consumer other:
Marine		13			17			15			30			42
Other		2			2			2			4			5
Total consumer other		15			19			17			34			47
Total consumer loans		64			68			74			132			166
Total loans charged off		131			132			177			263			409
Recoveries:
Commercial, financial and agricultural		20			11			15			31			25
Real estate — commercial mortgage		14			2			4			16			7
Real estate — construction		1			1			3			2			8
Total commercial real estate loans		15			3			7			18			15
Commercial lease financing		6			4			5			10			11
Total commercial loans		41			18			27			59			51
Real estate — residential mortgage		1			1			1			2			2
Home equity:
Key Community Bank		2			2			1			4			2
Other		2			1			1			3			2
Total home equity loans		4			3			2			7			4
Consumer other — Key Community Bank		2			1			2			3			4
Consumer other:
Marine		6			7			11			13			19
Other		—			1			—			1			2
Total consumer other		6			8			11			14			21
Total consumer loans		13			13			16			26			31
Total recoveries		54			31			43			85			82
Net loan charge-offs		(77	)		(101	)		(134	)		(178	)		(327	)
Provision (credit) for loan and lease losses		21			42			(8	)		63			(48	)
Foreign currency translation adjustment		—			(1	)		—			(1	)		1
Allowance for loan and lease losses at end of period	$	888		$	944		$	1,230		$	888		$	1,230
Liability for credit losses on lending-related commitments at beginning of period	$	45		$	45		$	69		$	45		$	73
Provision (credit) for losses on lending-related commitments		6			—			(12	)		6			(16	)
Liability for credit losses on lending-related commitments at end of period (a)	$	51		$	45		$	57		$	51		$	57
Total allowance for credit losses at end of period	$	939		$	989		$	1,287		$	939		$	1,287
Net loan charge-offs to average loans		.63	%		.82	%		1.11	%		.72	%		1.35	%
Allowance for loan and lease losses to annualized net loan charge-offs		286.74			232.39			228.85			248.08			186.53
Allowance for loan and lease losses to period-end loans		1.79			1.92			2.57			1.79			2.57
Allowance for credit losses to period-end loans		1.89			2.01			2.69			1.89			2.69
Allowance for loan and lease losses to nonperforming loans		135.16			141.74			146.08			135.16			146.08
Allowance for credit losses to nonperforming loans		142.92			148.50			152.85			142.92			152.85
Discontinued operations — education lending business:
Loans charged off	$	16		$	23		$	35		$	39		$	73
Recoveries		4			4			3			8			6
Net loan charge-offs	$	(12	)	$	(19	)	$	(32	)	$	(31	)	$	(67	)

(a) Included in “accrued expense and other liabilities” on the balance sheet.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 25

Summary of Nonperforming Assets and Past Due Loans From Continuing Operations

(dollars in millions)

	6-30-12			3-31-12			12-31-11			9-30-11			6-30-11
Commercial, financial and agricultural	$	141		$	168		$	188		$	188		$	213
Real estate — commercial mortgage		172			175			218			237			230
Real estate — construction		68			66			54			93			131
Total commercial real estate loans		240			241			272			330			361
Commercial lease financing		18			22			27			31			41
Total commercial loans		399			431			487			549			615
Real estate — residential mortgage		78			82			87			88			79
Home equity:
Key Community Bank		141			109			108			102			101
Other		17			12			12			12			11
Total home equity loans		158			121			120			114			112
Consumer other — Key Community Bank		2			1			1			4			3
Consumer other:
Marine		19			30			31			32			32
Other		1			1			1			1			1
Total consumer other		20			31			32			33			33
Total consumer loans		258			235			240			239			227
Total nonperforming loans		657			666			727			788			842
Nonperforming loans held for sale		38			24			46			42			42
OREO		28			61			65			63			52
Other nonperforming assets		28			16			21			21			14
Total nonperforming assets	$	751		$	767		$	859		$	914		$	950
Accruing loans past due 90 days or more	$	131		$	169		$	164		$	118		$	118
Accruing loans past due 30 through 89 days		362			420			441			478			465
Restructured loans — accruing and nonaccruing (a)		274			293			276			277			252
Restructured loans included in nonperforming loans (a)		163			184			191			178			144
Nonperforming assets from discontinued operations — education lending business		18			19			23			22			21
Nonperforming loans to period-end portfolio loans		1.32	%		1.35	%		1.47	%		1.64	%		1.76	%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets		1.51			1.55			1.73			1.89			1.98

(a) Restructured loans (i.e., troubled debt restructurings) are those for which Key, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. These concessions are made to improve the collectability of the loan and generally take the form of a reduction of the interest rate, extension of the maturity date or reduction in the principal balance.

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 26

Summary of Changes in Nonperforming Loans From Continuing Operations

(in millions)

	2Q12			1Q12			4Q11			3Q11			2Q11
Balance at beginning of period	$	666		$	727		$	788		$	842		$	885
Loans placed on nonaccrual status		350			214			230			292			410
Charge-offs		(131	)		(132	)		(149	)		(157	)		(177	)
Loans sold		(49	)		(27	)		(28	)		(16	)		(11	)
Payments		(110	)		(65	)		(70	)		(125	)		(156	)
Transfers to OREO		(6	)		(15	)		(12	)		(11	)		(6	)
Transfers to nonperforming loans held for sale		(16	)		—			(19	)		(24	)		(15	)
Transfers to other nonperforming assets		(14	)		—			(4	)		(3	)		—
Loans returned to accrual status		(33	)		(36	)		(9	)		(10	)		(88	)
Balance at end of period	$	657		$	666		$	727		$	788		$	842

Summary of Changes in Nonperforming Loans Held For Sale From Continuing Operations

(in millions)

	2Q12			1Q12			4Q11			3Q11			2Q11
Balance at beginning of period	$	24		$	46		$	42		$	42		$	86
Transfers in		16			—			19			24			15
Net advances / (payments)		—			(1	)		(3	)		(5	)		(13	)
Loans sold		(1	)		(1	)		(11	)		(5	)		(37	)
Transfers to OREO		—			—			(1	)		(19	)		(5	)
Valuation adjustments		(1	)		(1	)		—			(1	)		(4	)
Loans returned to accrual status / other		—			(19	)		—			6			—
Balance at end of period	$	38		$	24		$	46		$	42		$	42

Summary of Changes in Other Real Estate Owned, Net of Allowance, From Continuing Operations

(in millions)

	2Q12			1Q12			4Q11			3Q11			2Q11
Balance at beginning of period	$	61		$	65		$	63		$	52		$	97
Properties acquired — nonperforming loans		6			15			13			30			11
Valuation adjustments		(7	)		(7	)		(4	)		(3	)		(7	)
Properties sold		(32	)		(12	)		(7	)		(16	)		(49	)
Balance at end of period	$	28		$	61		$	65		$	63		$	52

KeyCorp Reports Second Quarter 2012 Profit

July 19, 2012

Page 27

Line of Business Results

(dollars in millions)

																Percent change 2Q12 vs.
	2Q12			1Q12			4Q11			3Q11			2Q11			1Q12			2Q11
Key Community Bank
Summary of operations
Total revenue (TE)	$	537		$	528		$	546		$	565		$	559			1.7	%		(3.9	)%
Provision (credit) for loan and lease losses		11			2			30			39			79			450.0			(86.1	)
Noninterest expense		476			456			477			457			447			4.4			6.5
Net income (loss) attributable to Key		41			57			40			57			34			(28.1	)		20.6
Average loans and leases		27,043			26,617			26,406			26,270			26,242			1.6			3.1
Average deposits		48,253			47,768			48,076			47,672			47,719			1.0			1.1
Net loan charge-offs		50			49			71			60			79			2.0			(36.7	)
Net loan charge-offs to average loans		.74	%		.74	%		1.07	%		.91	%		1.21	%		N/A			N/A
Nonperforming assets at period end	$	401		$	402		$	415		$	439		$	455			(.2	)		(11.9	)
Return on average allocated equity		5.73	%		7.74	%		5.07	%		7.19	%		4.22	%		N/A			N/A
Average full-time equivalent employees		8,757			8,719			8,633			8,641			8,504			.4			3.0
Key Corporate Bank
Summary of operations
Total revenue (TE)	$	392		$	401		$	413		$	370		$	391			(2.2	)%		.3	%
Provision (credit) for loan and lease losses		4			13			(61	)		(40	)		(76	)		(69.2	)		N/M
Noninterest expense		218			231			228			216			207			(5.6	)		5.3
Net income (loss) attributable to Key		105			100			157			123			164			5.0			(36.0	)
Average loans and leases		18,532			18,584			17,783			16,985			17,168			(.3	)		7.9
Average loans held for sale		514			509			356			273			302			1.0			70.2
Average deposits		12,409			11,556			11,162			10,544			10,195			7.4			21.7
Net loan charge-offs		9			25			12			22			29			(64.0	)		(69.0	)
Net loan charge-offs to average loans		.20	%		.54	%		.27	%		.51	%		.68	%		N/A			N/A
Nonperforming assets at period end	$	248		$	237		$	294		$	326		$	339			4.6			(26.8	)
Return on average allocated equity		23.61	%		21.07	%		30.02	%		22.52	%		28.26	%		N/A			N/A
Average full-time equivalent employees		2,257			2,254			2,286			2,288			2,191			.1			3.0
Key Corporate Bank supplementary information (lines of business)
Real Estate Capital and Corporate Banking Services
Total revenue (TE)	$	176		$	161		$	176		$	147		$	156			9.3	%		12.8	%
Provision (credit) for loan and lease losses		5			—			(31	)		(38	)		(49	)		N/M			N/M
Noninterest expense		63			59			62			65			50			6.8			26.0
Net income (loss) attributable to Key		65			64			92			76			97			1.6			(33.0	)
Average loans and leases		7,343			7,699			7,445			7,088			7,713			(4.6	)		(4.8	)
Average loans held for sale		337			291			216			173			229			15.8			47.2
Average deposits		9,190			8,221			7,643			7,286			7,371			11.8			24.7
Net loan charge-offs		7			16			10			19			26			(56.3	)		(73.1	)
Net loan charge-offs to average loans		.38	%		.84	%		.53	%		1.06	%		1.35	%		N/A			N/A
Nonperforming assets at period end	$	186		$	173		$	209		$	240		$	245			7.5			(24.1	)
Return on average allocated equity		30.90	%		27.56	%		35.13	%		26.83	%		31.13	%		N/A			N/A
Average full-time equivalent employees		950			951			953			942			902			(.1	)		5.3
Equipment Finance
Total revenue (TE)	$	57		$	64		$	62		$	68		$	63			(10.9	)%		(9.5	)%
Provision (credit) for loan and lease losses		6			(2	)		(15	)		(8	)		(30	)		N/M			N/M
Noninterest expense		37			37			48			45			45			—			(17.8	)
Net income (loss) attributable to Key		9			18			18			19			30			(50.0	)		(70.0	)
Average loans and leases		4,886			4,779			4,680			4,619			4,545			2.2			7.5
Average loans held for sale		23			24			10			7			—			(4.2	)		N/M
Average deposits		7			8			9			11			12			(12.5	)		(41.7	)
Net loan charge-offs		4			5			(1	)		(1	)		2			(20.0	)		100.0
Net loan charge-offs to average loans		.33	%		.42	%		(.08	)%		(.09	)%		.18	%		N/A			N/A
Nonperforming assets at period end	$	33		$	28		$	41		$	31		$	39			17.9			(15.4	)
Return on average allocated equity		14.48	%		26.71	%		23.19	%		23.05	%		35.81	%		N/A			N/A
Average full-time equivalent employees		464			469			517			511			511			(1.1	)		(9.2	)
Institutional and Capital Markets
Total revenue (TE)	$	159		$	176		$	175		$	155		$	172			(9.7	)%		(7.6	)%
Provision (credit) for loan and lease losses		(7	)		15			(15	)		6			3			N/M			N/M
Noninterest expense		118			135			118			106			112			(12.6	)		5.4
Net income (loss) attributable to Key		31			18			47			28			37			72.2			(16.2	)
Average loans and leases		6,303			6,106			5,658			5,278			4,910			3.2			28.4
Average loans held for sale		154			194			130			93			73			(20.6	)		111.0
Average deposits		3,212			3,327			3,510			3,247			2,812			(3.5	)		14.2
Net loan charge-offs		(2	)		4			3			4			1			N/M			N/M
Net loan charge-offs to average loans		(.13	)%		.26	%		.21	%		.30	%		.08	%		N/A			N/A
Nonperforming assets at period end	$	29		$	36		$	44		$	55		$	55			(19.4	)		(47.3	)
Return on average allocated equity		17.99	%		10.28	%		25.61	%		15.51	%		20.00	%		N/A			N/A
Average full-time equivalent employees		843			834			816			835			778			1.1			8.4

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

EX-99.2

KeyCorp

Second Quarter 2012 Earnings Review

July 19, 2012

Beth E. Mooney

Chairman and

Chief Executive Officer

Jeffrey B. Weeden

Chief Financial Officer

Exhibit 99.2

2

FORWARD-LOOKING STATEMENTS AND ADDITIONAL

INFORMATION DISCLOSURE

This presentation contains and we may, from time to time, make forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995, including statements about Key’s financial condition, results of operations, earnings outlook, asset quality trends, capital

levels 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.  Forward-looking

statements usually can be identified by the use of words such as “goal,” “objective,”  plan,” “expect,” “anticipate,” “intend,” “project,” “believe,”

“estimate” or other words of similar meaning. 

Our forward-looking statements are subject to the following principal risks and uncertainties:  the economic recovery may face challenges causing

its momentum to falter or a further recession; the Dodd-Frank Wall Street Reform and Consumer Protection Act and other reforms will subject us

to a variety of new and more stringent legal and regulatory requirements, including increased scrutiny from our regulators; changes in local,

regional and international business, economic or political conditions in the regions where we operate or have significant assets; changes in trade,

monetary and fiscal policies of various governmental bodies and central banks could affect the economic environment in which we operate; our

ability to effectively deal with an economic slowdown or other economic or market difficulty; adverse changes in credit quality trends; our ability to

determine accurate values of certain assets and liabilities; adverse behaviors in foreign exchange rates, securities, public debt, and capital

markets, including changes in market liquidity and volatility;  our ability to anticipate interest rate changes correctly and manage interest rate risk

presented through unanticipated changes in our interest rate risk position and/or short- and long-term interest rates;  unanticipated changes in our

liquidity position, including but not limited to our ability to enter the financial markets to manage and respond to any changes to our liquidity

position;  adequacy of our risk management program; reduction of the credit ratings assigned to KeyCorp and KeyBank; increased competitive

pressure due to industry consolidation; unanticipated adverse affects of acquisitions and dispositions of assets, business units or affiliates; and

operational or risk management failures due to technological, cybersecurity threats or other factors.

We provide greater detail regarding some of these factors in our 2011 Form 10-K, including in Item 1A. Risk Factors and in Item 7. Management’s

Discussion and Analysis of Financial Condition and Results of Operation under the heading “Risk Management,” as well as in our subsequent

SEC filings, all of which are accessible on our website at www.key.com/ir and on the SEC’s website at www.sec.gov. 

Key does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise

after the date of the forward-looking statements.  Actual results or future events could differ, possibly materially, from those anticipated in forward-

looking statements, as well as from historical performance.

This presentation also includes certain Non-GAAP financial measures related to “tangible common equity, “Tier 1 common equity,” and “pre-

provision net revenue.”  Management believes these ratios may assist investors, analysts and regulators in analyzing Key’s financials.  Although

Key has procedures in place to ensure that these measures are calculated using the appropriate GAAP or regulatory components, they have

limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of results under GAAP.  For more

information on these calculations and to view the reconciliations to the most comparable GAAP measures, please refer to the Appendix to this

presentation or our most recent earnings press release, which is accessible at www.key.com/ir.

Web addresses referenced in this slide are inactive textual references only.  Information on these websites is not part of this document. 

3

Second quarter net income up 11% from 1Q12

Company-wide initiatives to improve efficiency

Continued improvement in credit quality

Growing client relationships and engagement

Acquired 37 branches in Upstate New York

Growth in average loans driven by C&I

Growing the

Franchise

Executing common stock repurchase program

Increased common dividend for 2Q12 from $.03 to $.05

Strong capital levels; positioned for Basel III

Execution of

Business

Plan

Investor Highlights –

Second Quarter 2012

Strategic statement:  Key grows by building enduring relationships

through client-focused solutions and extraordinary service

Disciplined

Capital

Management

Driving Growth through Efficiency

Expected Benefit

$150 -

$200 MM

December 2013

69%

60% -

65%

$150 -

$200 MM

Efficiency Ratio

(a)

2Q12

Target

Impact of

Initiatives

4

(a) 

From continuing operations, before restructuring costs

.

Corporate  

Bank

Community

Bank

Shared

Services

End-to-end process

optimization

Organizational design –

span and layers

Strategic sourcing

Branch rationalization

Improve variability of cost

to serve

Sales and service

productivity

Occupancy

Demand management

Company-wide Initiatives

Aligning cost structure with operating environment

Branch Acquisition Strengthens Market Share

Key Branch

HSBC Branch

Source: SNL; based on Buffalo-Niagara Falls MSA and Rochester MSA

Buffalo

Rochester

5

Benefits of Acquisition

Gaining Meaningful Share

Strengthens Key’s local presence in attractive

markets of Buffalo and Rochester, New York

Enhances ability to acquire customers and

provide exceptional service

Adds ATM check imaging capabilities

Provides liquidity to fund organic growth and

remain flexible with debt maturities

Leverages existing cost structure across larger

base

Seamless and successful conversion

Transaction closed July 13, 2012, adding $2.1 billion in deposits and $260 million in loans

6

Delivering Shareholder Value

Executing Relationship Strategy

Moderate Risk Profile

High Quality, Diverse Revenue Streams

Positive Operating Leverage

Disciplined Capital Management

ROA Target: 1.00% -

1.25%

7

Financial Review

8

Financial Summary –

Second Quarter 2012

Capital

(b)

Asset Quality

(a)

Financial

Performance

(a)

TE = Taxable equivalent, EOP = End of Period

(a) 

From continuing operations

(b) 

From consolidated operations

(c)

6-30-12 ratios are estimated

(d)

Non-GAAP measure:  see slide 24 of Appendix for reconciliation

Income from continuing operations attributable to Key

$.23

$.21

$.26

common shareholders

Net interest margin (TE)

3.06%

3.16%

3.19%

Return on average total assets

1.12

1.02

1.23

Tier 1 common equity

(c), (d)

11.7%

11.5%

11.1%

Tier 1 risk-based capital

(c)

12.5

13.3

13.9

Tangible common equity to tangible assets

(d)

10.4

10.3

9.7

Book value per common share

$10.43

$10.26

$9.88

Net loan charge-offs to average loans

.63%

.82%

1.11%

NPLs to EOP portfolio loans

1.32

1.35

1.76

NPAs to EOP portfolio loans + OREO + Other NPAs

1.51

1.55

1.98

Allowance for loan losses to period-end loans

1.79

1.92

2.57

Allowance for loan losses to NPLs

135.2

141.7

146.1

Metrics

2Q12          1Q12         2Q11

$0

$10

$20

$30

$40

$50

$60

2Q11

3Q11

4Q11

1Q12

2Q12

9

Average balances grew for the third consecutive

quarter, driven by growth in C&I loans

Strong spring home equity campaign drove

period-end Community Bank home equity loans

5% higher in 2Q12

Originated $10.3 billion in new or renewed lending

commitments during 2Q12, up 8% from prior year

Continuing to leverage integrated business model

and focus on targeted segments

Loan Growth

$ in billions

Highlights

Average Commercial & Industrial Loans

C&I loans

Utilization rate

Quarterly % Change in Average C&I Loans

Average Loans

Exit Portfolios

Home Equity & Other

C&I & Leasing

Commercial Real Estate

$ in billions

$48.5

$20.1

$19.6

$18.3

$17.4

$16.9

47.3%

46.9%

46.3%

44.4%

43.4%

$0

$5

$10

$15

$20

$25

2Q11

3Q11

4Q11

1Q12

2Q12

30%

40%

50%

60%

(5.7)%

(4.4)%

(2.3)%

(1.5)%

3.7%

5.4%

7.2%

2.5%

2.7%

(12.0)%

(8.0)%

(4.0)%

.0%

4.0%

8.0%

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

1Q12

2Q12

$48.0

$48.7

$49.4

$49.4

10

$45.3

$46.5

$48.2

$48.8

$50.8

.10%

.12%

.17%

.13%

.15%

$25

$35

$45

$55

2Q11

3Q11

4Q11

1Q12

2Q12

.00%

.10%

.20%

.30%

Improving Deposit Mix

Highlights

Average Non-time Deposits

(a)

Higher cost CDs continue to decline, while lower

cost deposits have remained strong

Improved funding mix has reduced the cost of

deposits, which is down 6 bps from 1Q12

Total CD maturities and average cost

–

2012 Q3: $2.5 billion at 2.23%

–

2012 Q4: $1.3 billion at 2.18%

–

2013: $3.2 billion at 1.77%

–

2014 & beyond:  $2.0 billion at 3.28%

Average

CD Balances

$ in billions

$ in billions

(a)  Excludes time deposits and deposits in foreign office

(b)  Represents period-end consolidated total loans and loans held for sale (excluding education loans in the securitization

trusts) divided by period-end consolidated total deposits (excluding deposits in foreign office)

Loan to Deposit Ratio

(b)

Continuing operations

Discontinued operations

Cost of non-time deposits

Non-time deposits

Average rate on CDs

Total average CDs

81%

80%

82%

82%

82%

86%

86%

87%

87%

86%

0%

25%

50%

75%

100%

2Q11

3Q11

4Q11

1Q12

2Q12

$9.5

$10.1

$10.8

$11.7

$12.4

2.59%

2.53%

2.60%

2.48%

2.42%

$0

$5

$10

$15

$20

2Q11

3Q11

4Q11

1Q12

2Q12

.00%

1.00%

2.00%

3.00%

4.00%

5.00%

11

$950

$914

$859

$767

$751

1.32%

1.35%

1.47%

1.64%

1.76%

$0

$400

$800

$1,200

$1,600

2Q11

3Q11

4Q11

1Q12

2Q12

0.00%

1.00%

2.00%

3.00%

$888

$944

$1,004

$1,131

$1,230

2.35%

2.03%

2.57%

1.92%

1.79%

$0

$400

$800

$1,200

$1,600

2Q11

3Q11

4Q11

1Q12

2Q12

0.00%

1.00%

2.00%

3.00%

4.00%

135.2%

141.7%

138.1%

143.5%

146.1%

0%

50%

100%

150%

200%

2Q11

3Q11

4Q11

1Q12

2Q12

$134

$109

$105

$101

$77

$21

$42

$(22)

$10

$(8)

.63%

.82%

.86%

.90%

1.11%

-$100

$0

$100

$200

$300

2Q11

3Q11

4Q11

1Q12

2Q12

-1.00%

.00%

1.00%

2.00%

3.00%

Nonperforming Assets

Net Charge-offs & Provision for Loan and Lease Losses

NPLs

NPLs to period-end loans

NCOs

Provision for loan and

lease losses

NCOs to average loans

Allowance for Loan and Lease Losses

Allowance to Nonperforming Loans

Allowance for loan

and lease losses

ALLL to period-end loans

$ in millions

$ in millions

$ in millions

NPLs held for sale,

OREO & other NPAs

Continued Improvement in Asset Quality

12

Total Revenue

TE = Taxable equivalent

$ in millions

Continuing Operations

Net interest margin

Net interest income

Highlights

Net Interest Margin (TE) Trend

Net interest margin down due to early

termination of leveraged leases and continued

low rate environment

Higher noninterest income driven by leveraged

lease terminations and gains from loan sales

Pressure in market-sensitive businesses

continues to challenge Key and the industry

New client acquisition and execution of

relationship-based model will provide

opportunities to grow noninterest income

Noninterest Income and % of Total Revenue

Noninterest income

Noninterest income to

total revenue

$ in millions

$544

$559

$563

$555

$570

3.09%

3.13%

3.19%

3.16%

3.06%

$0

$150

$300

$450

$600

$750

2Q11

3Q11

4Q11

1Q12

2Q12

0.00%

2.00%

4.00%

6.00%

$454

$483

$414

$472

$485

47.1%

45.8%

44.3%

42.4%

46.5%

$0

$200

$400

$600

2Q11

3Q11

4Q11

1Q12

2Q12

30.0%

40.0%

50.0%

60.0%

13

$380

$382

$387

$385

$389

$300

$310

$330

$318

$325

$0

$200

$400

$600

$800

2Q11

3Q11

4Q11

1Q12

2Q12

Focused Expense Management

Noninterest Expense

Personnel expense

$ in millions

Highlights

Noninterest expense increased $11 million from

1Q12

–

Elevated expenses related to acquisition of

branches in Upstate New York

–

Costs related to company-wide efficiency

initiatives

–

Higher marketing expense correlated with

robust spring home equity campaign

Key remains focused on operating leverage, with

newly announced efficiency initiatives in place

–

Targeting $150 -

$200 million in expense

reductions by December 2013, with full-year

impact expected in 2014

Average FTEs

Non-personnel expense

$680

15,584

15,404

15,424

15,665

15,301

15,349

15,490

15,381

15,455

14,000

15,000

16,000

17,000

18,000

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

1Q12

2Q12

$692

$717

$703

$714

14

Strong capital position supports growth

Disciplined capital management process

–

Executing share repurchases

–

Increased dividend for 2Q12 from $.03 to

$.05 per common share

Estimated Basel III tier 1 common equity ratio of

10.9%

(a)

Tier 1 Common Equity

(b), (c)

Tangible Common Equity to Tangible Assets

(b)

Strong Capital Ratios

Highlights

Book Value per Share

10.4%

10.3%

9.7%

9.8%

9.9%

0.00%

3.00%

6.00%

9.00%

12.00%

2Q11

3Q11

4Q11

1Q12

2Q12

$10.43

$10.26

$9.88

$10.09

$10.09

$8.00

$8.50

$9.00

$9.50

$10.00

$10.50

2Q11

3Q11

4Q11

1Q12

2Q12

11.1%

11.7%

11.5%

11.3%

11.3%

0.00%

3.00%

6.00%

9.00%

12.00%

2Q11

3Q11

4Q11

1Q12

2Q12

(a)

Based upon June 30, 2012 pro forma analysis; see slide 25 of Appendix for further detail

(b)

Non-GAAP measure: see slide 24 of Appendix for reconciliation

(c)

6-30-12 ratio is estimated

15

Appendix

16

(a) 

Continuing operations, unless otherwise noted

(b) 

Represents period-end consolidated total loans and loans held for sale (excluding education loans in the securitization trusts)

divided by period-end consolidated total deposits (excluding deposits in foreign office)

Progress on Targets for Success

KEY Business

Model

KEY Metrics

(a)

KEY

2Q12

KEY

1Q12

Targets

Action Plans

Core funded

Loan to deposit ratio

(b)

86%

87%

90-100%

Leverage integrated model to grow

relationships and loans

Improve deposit mix

Returning to a

moderate risk

profile

NCOs to average loans

.63%

.82%

40-50 bps

Focus on relationship clients

Exit noncore portfolios

Limit concentrations

Focus on risk-adjusted returns

Growing high

quality, diverse

revenue streams

Net interest margin

3.06%

3.16%

>3.50%

Improve funding mix

Focus on risk-adjusted returns

Grow client relationships

Leverage Key’s total client solutions and

cross-selling capabilities

Noninterest income

to total revenue

47%

46%

>40%

Creating positive

operating

leverage

Efficiency ratio

69%

68%

60-65%

Improve efficiency and effectiveness

Leverage technology

Change cost base to more variable from

fixed

Executing our

strategies

Return on average

assets

1.12%

1.02%

1.00-1.25%

Execute our client insight-driven

relationship model

Focus on operating leverage

Improved funding mix with lower cost core

deposits

17

Community Bank: Engaging Relationships

Performance Metrics

* Initiated tracking of engaged clients

Engaged: A relationship client as determined by product or transaction activity

Focusing on targeted clients, alignment, capabilities and channels

•

Four consecutive quarters of average

loan growth

•

Strong spring borrowing campaign

drove home equity balances 5% higher

during 2Q12

•

Continued improvement in deposit mix

•

Net charge-offs of 74 bps at lowest level

in 4 years

•

2Q12 noninterest income up 8% from

prior quarter and 2% from prior year

•

Relationship Rewards program

enrollment continues to grow

3Q11*

2Q12

Unengaged Client

Engaged Client

•

Results in deeper, more profitable engaged clients

Corporate Bank: Deepening Relationships

Note:

New client relationships have YTD revenue exceeding $5,000

Leveraging product breadth, industry focus, distinctive knowledge and

capabilities

•

Results in client acquisition and broadened relationships

•

$37MM in YTD revenue from new

client relationships

•

New corporate and investment

banking and real estate capital

clients have average YTD revenue

of $300K

•

Our targeted new clients provide

more fee income, borrow more and

have a better risk profile than our

overall portfolio average

•

$54MM in YTD revenue from

enhanced client relationships, an

average of $497K per client

Performance Metrics

18

36

91

118

167

224

284

0

60

120

180

240

300

Jan-12

Feb-12

Mar-12

Apr-12

May-12

Jun-12

3

10

25

55

82

109

0

25

50

75

100

125

Jan-12

Feb-12

Mar-12

Apr-12

May-12

Jun-12

Expanded client relationships require YTD revenue to exceed FY11 revenue by more than $100,000

19

$17.4

$17.5

$18.4

$18.5

$19.0

2.89%

3.01%

3.07%

3.15%

3.20%

$0

$5

$10

$15

$20

$25

2Q11

3Q11

4Q11

1Q12

2Q12

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

Average Total Investment Securities

Highlights

Average AFS securities

$ in billions

High Quality Investment Portfolio

Portfolio composed of Agency or GSE backed:

GNMA, Fannie & Freddie

–

No private label MBS or financial paper

Average portfolio life at 6/30/12: 2.3 years

Unrealized net gain of $437 million on available-

for-sale securities portfolio at 6/30/12

Mortgage paydowns of $1.5 billion in both 2Q12

and 1Q12

Securities to Total Assets

(a)

(a)  Includes end of period held-to-maturity and available-for-sale securities

20.3%

20.2%

21.1%

21.0%

20.4%

0%

5%

10%

15%

20%

25%

2Q11

3Q11

4Q11

1Q12

2Q12

Average yield

Average HTM securities

20

N/M = Not Meaningful

(a)

Net loan charge-off amounts are annualized in calculation. NCO ratios for discontinued operations and consolidated Key exclude education

loans in the securitization trusts since valued at fair-market value

(b)

6-30-12 allowance by portfolio is estimated. Allowance/period loans ratios for discontinued operations and consolidated Key exclude

education loans in the securitization trusts since valued at fair-market value

Credit Quality

Credit Quality by Portfolio

$ in millions

Allowance /

period-end

loans

(b)

Allowance /

NPLs

Net loan    

charge-offs

Net loan          

charge-offs

(a)

/

average loans

Nonperforming

loans

Ending

allowance

(b)

Period-end

loans

Average

loans

6/30/12

2Q12

2Q12

1Q12

2Q12

1Q12

6/30/12

3/31/12

6/30/12

6/30/12

6/30/12

Allowance /

period-end

loans

(b)

Allowance /

NPLs

Net loan    

charge-offs

Net loan          

charge-offs

(a)

/

average loans

Nonperforming

loans

Ending

allowance

(b)

Commercial, financial and agricultural

$20,386

$20,132

$3

$15

.06

%

.31

%

$141

$168

$304

1.49

%

215.60

%

Commercial real estate:

Commercial mortgage

7,409

7,613

9

21

.48

1.06

172

175

250

3.37

145.35

Construction

1,172

1,216

4

10

1.32

3.13

68

66

55

4.69

80.88

Commercial lease financing

5,636

5,700

10

- 

.71

- 

18

22

68

1.21

377.78

Real estate - residential mortgage

2,016

1,990

6

5

1.21

1.03

78

82

26

1.29

33.33

Home equity:

Key Community Bank

9,601

9,359

21

23

.90

1.01

141

109

80

.83

56.74

Other

479

493

7

7

5.71

5.40

17

12

24

5.01

141.18

Consumer other— Key Community Bank

1,263

1,247

8

9

2.58

3.03

2

1

34

2.69

N/M

Consumer other:

Marine

1,542

1,596

7

10

1.76

2.35

19

30

47

3.05

247.37

Other

101

100

2

1

8.04

3.41

1

1

- 

- 

N/M

Continuing total

$49,605

$49,446

$77

$101

.63

%

.82

%

$657

$666

$888

1.79

%

135.16

%

Discontinued operations - education

lending business

5,483

5,613

12

19

1.64

2.51

18

19

79

2.72

438.89

Consolidated total

$55,088

$55,059

$89

$120

.68

%

.92

%

$675

$685

$967

1.84

%

143.26

%

Vintage (% of Loans)

Loan Balances

Average Loan

Size ($)

Average

FICO

Average

LTV

% of Loans

LTV>90%

2011 and

later

2010

2009

2008

2007 and

prior

Home equity loans and lines

First lien

21

$                  

23,012

$    

745

33

%

.4

%

-

-

-

2

%

98

%

Second lien

458

24,321

730

82

32.4

-

-

-

2

98

Total home equity loans and lines

479

$               

24,260

$    

731

80

31.0

-

-

-

1

99

Nonaccrual loans

First lien

1

$                    

19,377

$    

730

29

%

-

-

-

-

-

100

%

Second lien

16

27,016

706

84

37.2

%

-

-

-

1

%

99

Total home equity nonaccrual loans

17

$                  

26,598

$    

706

82

35.7

-

-

-

1

99

Exit Portfolio - Home Equity

Second quarter net charge-offs

7

$                    

-

-

-

1

%

99

%

Net loan charge-offs to average loans

5.71

%

21

(a) 

Average LTVs are at origination. Current average LTVs for Community Bank total home equity loans and lines is approximately 79%,

which compares to 81% at the end of the first quarter 2012.

Community Bank –

Home Equity

Exit Portfolio –

Home Equity

$ in millions, except average loan size

$ in millions, except average loan size

(a)

(a)

Home Equity Loans –

6/30/12

Vintage (% of Loans)

Loan Balances

Average Loan

Size ($)

Average

FICO

Average

LTV

% of Loans

LTV>90%

2011 and

later

2010

2009

2008

2007 and

prior

Home equity loans and lines

First lien

5,220

$           

62,244

$    

756

67

%

.6

%

25

%

7

%

7

%

10

%

51

%

Second lien

4,381

46,995

754

75

3.1

16

6

6

17

55

Total home equity loans and lines

9,601

$           

54,217

$    

755

71

1.8

21

6

7

13

53

Nonaccrual loans

First lien

66

$                  

65,339

$    

719

72

%

1.1

%

1

%

3

%

6

%

5

%

85

%

Second lien

75

50,767

713

78

3.1

1

1

2

17

79

Total home equity nonaccrual loans

141

$               

56,728

$    

716

75

1.9

1

2

4

10

83

Community Bank - Home Equity

Second quarter net charge-offs

21

$                  

1

%

1

%

3

%

22

%

73

%

Net loan charge-offs to average loans

.90

%

22

Exit Loan Portfolio Trend (Excluding Discontinued Operations)

Exit Loan Portfolio

$ in millions

(a)

Includes (1) the business aviation, commercial vehicle, office products, construction and industrial leases; (2) Canadian lease financing

portfolios; and (3) all remaining balances related to lease in, lease out; sale in, lease out; service contract leases; and qualified technological

equipment leases

(b)

Includes loans in Key’s consolidated education loan securitization trusts

(c)

Credit amounts indicate recoveries exceeded charge-offs

$ in millions

Exit Loan Portfolio

$3,431

$3,899

$4,217

$4,435

$4,736

$0

$1,500

$3,000

$4,500

$6,000

2Q11

3Q11

4Q11

1Q12

2Q12

Change

6-30-12 vs.

6-30-12

3-31-12

3-31-12

2Q12

1Q12

(c)

6-30-12

3-31-12

Residential properties –

homebuilder

$33

$34

$(1)

-

$2

$14

$17

Marine and RV floor plan

39

59

(20)

$2

7

15

32

Commercial lease financing

(a)

1,237

1,534

(297)

1

(1)

9

11

Total commercial loans

1,309

1,627

(318)

3

8

38

60

Home equity –

Other

479

507

(28)

7

7

17

12

Marine

1,542

1,654

(112)

7

10

19

31

RV and other consumer

101

111

(10)

2

1

1

-

Total consumer loans

2,122

2,272

(150)

16

18

37

43

Total exit loans in loan portfolio

$3,431

$3,899

$(468)

$19

$26

$75

$103

Discontinued operations -

education

lending business (not included in exit loans above)

(b)

$5,483

$5,715

$(232)

$12

$19

$18

$19

Balance on

Nonperforming

Status

Balance

Outstanding

Charge-offs

Net Loan

23

Credit Quality Trends

Quarterly Change in Criticized Outstandings

(a)

Delinquencies to Period-end Total Loans

(a)

Loan and Lease Outstandings

30 –

89 days delinquent

90+ days delinquent

(14.4)%

(6.8)%

(13.6)%

(10.2)%

(12.3)%

(11.2)%

(16.7)%

(14.3)%

(12.8)%

(1.0)%

(8.1)%

(2.0)%

2.8%

-20%

-15%

-10%

-5%

0%

5%

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q11

1Q12

2Q12

GAAP to Non-GAAP Reconciliation

$ in millions

24

(a)

Includes net unrealized gains or losses on securities available for sale (except for net unrealized losses on marketable equity securities), net gains or losses

on cash flow hedges, and amounts resulting from the December 31, 2006, adoption and subsequent application of the applicable accounting guidance for

defined benefit and other postretirement plans.   

(b)

Other assets deducted from Tier 1 capital and net risk-weighted assets consist of disallowed deferred tax assets of $75 million at June 30, 2011, disallowed

intangible assets (excluding goodwill) and deductible portions of nonfinancial equity investments.  There were no disallowed deferred tax assets at June 30,

2012 and March 31, 2012.

(c)

6-30-12 amount is estimated.

(3)  Includes AFS mark-to-market, cash flow hedges on items recognized at fair value on the balance sheet, and defined

benefit pension liability.

(2)  6-30-12 capital information is estimated.

(4)  Deferred tax asset subject to future taxable income for realization, primarily tax credit carryforwards.

(1)  Tier 1 common equity is a non-generally accepted accounting principle (GAAP) financial measure that is used by

investors, analysis and bank regulatory agencies to assess the capital position of financial services companies. 

Management reviews Tier 1 common equity along with other measures of capital as part of its financial analyses.

(5) The amount of regulatory capital and risk-weighted assets estimated under Basel III (as fully phased-in on January 1,

2019) is based upon the federal banking agencies' notices of proposed rulemaking, which implement Basel III and the

Standardized Approach. 

Tier 1 Common Equity under Basel III (estimated)

KeyCorp & Subsidiaries

25

TIER 1 COMMON EQUITY UNDER BASEL III (ESTIMATES)

(1)

Quarter ended

June 30,

($ in billions)

2012

(2)

Tier 1 Common Equity under Basel I

$9.0

Adjustments from Basel I to Basel III:

(0.1)

(0.1)

$8.8

Total risk-weighted assets under Basel I

$77.0

Adjustments from Basel I to Basel III:

Market Risk Impact

0.6

Loan Commitments < 1 Year

1.1

Residential Mortgage Loans & Home Equity

1.7

Other

0.7

Total risk-weighted assets under Basel III

81.1

Tier 1 common equity to total risk-weighted assets

anticipated under Basel III

10.9%

Deferred Tax Assets

(4)

Cumulative Other Comprehensive Income

(3)

Tier 1 common equity anticipated under Basel III

(5)

EX-99.3

Exhibit 99.3

Consolidated Balance Sheets

(dollars in millions)

	6-30-12			3-31-12			6-30-11
Assets
Loans	$	49,605		$	49,226		$	47,840
Loans held for sale		656			511			381
Securities available for sale		13,205			14,633			18,680
Held-to-maturity securities		4,352			3,019			19
Trading account assets		679			614			769
Short-term investments		2,216			3,605			4,563
Other investments		1,186			1,188			1,195
Total earning assets		71,899			72,796			73,447
Allowance for loan and lease losses		(888	)		(944	)		(1,230	)
Cash and due from banks		717			416			853
Premises and equipment		931			937			919
Operating lease assets		318			335			453
Goodwill		917			917			917
Other intangible assets		15			15			19
Corporate-owned life insurance		3,285			3,270			3,208
Derivative assets		818			830			900
Accrued income and other assets		2,978			3,091			2,968
Discontinued assets		5,533			5,768			6,328
Total assets	$	86,523		$	87,431		$	88,782
Liabilities
Deposits in domestic offices:
NOW and money market deposit accounts	$	28,957		$	29,124		$	26,277
Savings deposits		2,103			2,075			1,973
Certificates of deposit ($100,000 or more)		3,669			3,984			4,939
Other time deposits		5,385			5,848			7,167
Total interest-bearing deposits		40,114			41,031			40,356
Noninterest-bearing deposits		21,435			19,606			19,318
Deposits in foreign office — interest-bearing		618			857			736
Total deposits		62,167			61,494			60,410
Federal funds purchased and securities sold under repurchase agreements		1,716			1,846			1,668
Bank notes and other short-term borrowings		362			324			511
Derivative liabilities		763			754			991
Accrued expense and other liabilities		1,417			1,450			1,518
Long-term debt		7,521			8,898			10,997
Discontinued liabilities		2,401			2,549			2,950
Total liabilities		76,347			77,315			79,045
Equity
Preferred stock, Series A		291			291			291
Common shares		1,017			1,017			1,017
Capital surplus		4,120			4,116			4,191
Retained earnings		6,595			6,411			5,926
Treasury stock, at cost		(1,796	)		(1,717	)		(1,815	)
Accumulated other comprehensive income (loss)		(72	)		(19	)		109
Key shareholders’ equity		10,155			10,099			9,719
Noncontrolling interests		21			17			18
Total equity		10,176			10,116			9,737
Total liabilities and equity	$	86,523		$	87,431		$	88,782
Common shares outstanding (000)		945,473			956,102			953,822

Consolidated Statements of Income

(dollars in millions, except per share amounts)

	Three months ended								Six months ended
	6-30-12		3-31-12			6-30-11			6-30-12		6-30-11
Interest income
Loans	$	518	$	536		$	551		$	1,054	$	1,121
Loans held for sale		5		5			3			10		7
Securities available for sale		105		116			149			221		315
Held-to-maturity securities		17		12			1			29		1
Trading account assets		5		6			9			11		16
Short-term investments		2		1			1			3		2
Other investments		10		8			12			18		24
Total interest income		662		684			726			1,346		1,486
Interest expense
Deposits		71		77			100			148		210
Federal funds purchased and securities sold under repurchase agreements		1		1			2			2		3
Bank notes and other short-term borrowings		2		2			3			4		6
Long-term debt		50		51			57			101		106
Total interest expense		124		131			162			255		325
Net interest income		538		553			564			1,091		1,161
Provision (credit) for loan and lease losses		21		42			(8	)		63		(48	)
Net interest income (expense) after provision for loan and lease losses		517		511			572			1,028		1,209
Noninterest income
Trust and investment services income		102		109			113			211		223
Service charges on deposit accounts		70		68			69			138		137
Operating lease income		20		22			32			42		67
Letter of credit and loan fees		56		54			47			110		102
Corporate-owned life insurance income		30		30			28			60		55
Net securities gains (losses) (a)		—		—			2			—		1
Electronic banking fees		19		17			33			36		63
Gains on leased equipment		36		27			5			63		9
Insurance income		11		12			14			23		29
Net gains (losses) from loan sales		32		22			11			54		30
Net gains (losses) from principal investing		24		35			17			59		52
Investment banking and capital markets income (loss)		37		43			42			80		85
Other income		48		33			41			81		58
Total noninterest income		485		472			454			957		911
Noninterest expense
Personnel		389		385			380			774		751
Net occupancy		62		64			62			126		127
Operating lease expense		15		17			25			32		53
Computer processing		43		41			42			84		84
Business services and professional fees		51		38			44			89		82
FDIC assessment		8		8			9			16		38
OREO expense, net		7		6			(3	)		13		7
Equipment		27		26			26			53		52
Marketing		17		13			10			30		20
Provision (credit) for losses on lending-related commitments		6		—			(12	)		6		(16	)
Other expense		89		105			97			194		183
Total noninterest expense		714		703			680			1,417		1,381
Income (loss) from continuing operations before income taxes		288		280			346			568		739
Income taxes		57		75			94			132		205
Income (loss) from continuing operations		231		205			252			436		534
Income (loss) from discontinued operations, net of taxes		10		(5	)		(9	)		5		(20	)
Net income (loss)		241		200			243			441		514
Less: Net income (loss) attributable to noncontrolling interests		5		—			3			5		11
Net income (loss) attributable to Key	$	236	$	200		$	240		$	436	$	503
Income (loss) from continuing operations attributable to Key common shareholders	$	221	$	199		$	243		$	420	$	427
Net income (loss) attributable to Key common shareholders		231		194			234			425		407
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.23	$	.21		$	.26		$	.44	$	.47
Income (loss) from discontinued operations, net of taxes		.01		(.01	)		(.01	)		.01		(.02	)
Net income (loss) attributable to Key common shareholders		.24		.20			.25			.45		.44
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders	$	.23	$	.21		$	.26		$	.44	$	.46
Income (loss) from discontinued operations, net of taxes		.01		(.01	)		(.01	)		.01		(.02	)
Net income (loss) attributable to Key common shareholders (c)		.24		.20			.25			.45		.44
Cash dividends declared per common share	$	.05	$	.03		$	.03		$	.08	$	.04
Weighted-average common shares outstanding (000)		944,648		949,342			947,565			946,995		914,911
Weighted-average common shares and potential common shares outstanding (000) (b)		948,087		953,971			952,133			951,029		920,162

(a) For the three months ended June 30, 2012, March 31, 2012, and June 30, 2011 Key did not have any impairment losses related to securities.

(b) Assumes conversion of stock options and/or Preferred Series A shares, as applicable.

(c) Earnings per share may not foot due to rounding.