Item 2.02 Results of Operations and Financial Condition.
On October 21, 2008, KeyCorp issued a press release announcing its earnings
results for the three- and nine-month periods ended September 30, 2008 (the
"Press Release"). This Press Release is attached as Exhibit 99.1 to this report
and incorporated by reference herein. KeyCorp also held a conference
call/webcast on October 21, 2008, to discuss its results. The slide presentation
reviewed by KeyCorp in the conference call/webcast (the "Conference Call/Webcast
Slide Presentation") is attached as Exhibit 99.2 to this report and incorporated
by reference herein.
The information in the preceding paragraph, including Exhibit 99.1 and
Exhibit 99.2, 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 are 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.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 KeyCorp's Press Release, dated October 21, 2008 (solely "furnished" and not
filed for purposes of Item 2.02).
99.2 KeyCorp's Conference Call/Webcast Slide Presentation (solely "furnished"
and not filed for purposes of Item 2.02).
99.3 KeyCorp's Financial Statements ("filed" for purposes of Item 2.02).
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Forward-Looking Statements. This filing contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements about our financial condition, results of operations,
earnings outlook, asset quality trends and profitability. Forward-looking
statements are not historical facts but instead represent only management's
current expectations and forecasts regarding future events, many of which, by
their nature, are inherently uncertain and outside of Key's control. Key's
actual results and financial condition may differ, possibly materially, from the
anticipated results and financial condition indicated in these forward-looking
statements.
Although management believes that the expectations and forecasts reflected in
these forward-looking statements are reasonable, actual results could differ
materially due to a variety of factors including: (1) changes in interest rates;
(2) changes in trade, monetary or fiscal policy; (3) continued disruption in the
fixed income markets; (4) adverse capital markets conditions; (5) changes in
general economic conditions, or in the condition of the local economies or
industries in which we have significant operations or assets, which could, among
other things, materially impact credit quality trends and our ability to
generate loans; (6) continued disruption in the housing markets and related
conditions in the financial markets; (7) increased competitive pressure among
financial services companies due to the recent consolidation of competing
financial institutions and the conversion of certain investment banks to bank
holding companies; (8) heightened legal standards and regulatory practices,
requirements or expectations;(9) the inability to
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successfully execute strategic initiatives designed to grow revenues and/or
manage expenses; (10) increased FDIC deposit premiums; (11) consummation of
significant business combinations or divestitures; (12) operational or risk
management failures due to technological or other factors; (13) changes in
accounting or tax practices or requirements; (14) new legal obligations or
liabilities or unfavorable resolution of litigation; and (15) disruption in the
economy and general business climate as a result of terrorist activities or
military actions. For additional information on the factors that could cause
Key's actual results or financial condition to differ materially from those
described in the forward-looking statements consult Key's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2008, and June 30, 2008, Annual
Report on Form 10-K for the year ended December 31, 2007, and Current Reports on
Form 8-K, filed with the Securities and Exchange Commission and available on the
Securities and Exchange Commission's website (www.sec.gov). Forward-looking
statements are not guarantees of future performance and should not be relied
upon as representing management's views as of any subsequent date. We do not
assume any obligation to update these forward-looking statements.
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