1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1999 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ______ To ______ Commission File Number 0-850 [LOGO] KEYCORP ------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO 34-6542451 - ----------------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 127 PUBLIC SQUARE, CLEVELAND, OHIO 44114-1306 - ----------------------------------------- ------------------------------- (Address of principal executive offices) (Zip Code) (216) 689-6300 ------------------------------------------------------ (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Shares with a par value of $1 each 448,726,221 Shares ------------------------------------------ ------------------------------- (Title of class) (Outstanding at July 30, 1999) 2 Changes in the allowance for loan losses are summarized as follows: THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, --------------------------- ------------------------- in millions 1999 1998 1999 1998 - ------------------------------------------------------------------------------------------------------ Balance at beginning of period $ 930 $ 900 $ 900 $ 900 Charge-offs (105) (97) (212) (197) Recoveries 29 25 55 48 - ------------------------------------------------------------------------------------------------------ Net charge-offs (76) (72) (157) (149) Provision for loan losses 76 72 187 149 - ------------------------------------------------------------------------------------------------------ Balance at end of period $ 930 $ 900 $ 930 $ 900 ===== ===== ===== ===== - ------------------------------------------------------------------------------------------------------ 7. IMPAIRED LOANS AND OTHER NONPERFORMING ASSETS At June 30, 1999, impaired loans totaled $188 million. Included in this amount are $105 million of impaired loans for which the specifically allocated allowance for loan losses is $51 million, and $83 million of impaired loans which are carried at their estimated fair value without a specifically allocated allowance for loan losses. At the end of the prior year, impaired loans totaled $193 million, of which $95 million had a specifically allocated allowance of $42 million and $98 million were carried at their estimated fair value. The average investment in impaired loans for the second quarter of 1999 and 1998 was $200 million and $181 million, respectively. Nonperforming assets were as follows: JUNE 30, DECEMBER 31, JUNE 30, in millions 1999 1998 1998 - -------------------------------------------------------------------------------------- Impaired loans $ 188 $ 193 $ 200 Other nonaccrual loans 188 172 174 - -------------------------------------------------------------------------------------- Total nonperforming loans 376 365 374 Other real estate owned ("OREO") 46 56 62 Allowance for OREO losses (11) (18) (23) - -------------------------------------------------------------------------------------- OREO, net of allowance 35 38 39 Other nonperforming assets 1 1 4 - -------------------------------------------------------------------------------------- Total nonperforming assets $ 412 $ 404 $ 417 ===== ===== ===== - -------------------------------------------------------------------------------------- Impaired loans are evaluated individually. The fair value of any existing collateral or an estimate of the present value of the future cash flows on the loan is used to determine the extent of the impairment. When such amounts do not support the carrying amount of the loan, the amount which management deems uncollectible is charged to the allowance for loan losses. In instances where collateral or other sources of repayment are sufficient, yet uncertainty exists regarding the ultimate repayment, an allowance is specifically allocated for in the allowance for loan losses. Key excludes smaller-balance, homogeneous nonaccrual loans (shown in the preceding table as "Other nonaccrual loans") from impairment evaluation. Generally, this portfolio includes loans to finance residential mortgages, automobiles, recreational vehicles, boats and mobile homes. Key applies historical loss experience rates to these loans, adjusted based on management's assessment of emerging credit trends and other factors. The resulting loss estimates are specifically allocated for by loan type in the allowance for loan losses. 15 3 FIGURE 16 INVESTMENT SECURITIES STATES AND WEIGHTED POLITICAL OTHER AVERAGE dollars in millions SUBDIVISIONS SECURITIES TOTAL YIELD(1) - ------------------------------------------------------------------------------------------------------------- JUNE 30, 1999 Remaining maturity: One year or less $ 142 $ 1 $ 143 8.08% After one through five years 251 98 349 8.26 After five through ten years 103 -- 103 9.56 After ten years 19 353(2) 372 3.58 - ------------------------------------------------------------------------------------------------------------- Amortized cost $ 515 $ 452 $ 967 6.57% Fair value 533 452 985 -- Weighted average yield 8.96% 3.85% 6.57% -- Weighted average maturity 3.3 YEARS 7.9 YEARS 5.4 YEARS -- - ------------------------------------------------------------------------------------------------------------- DECEMBER 31, 1998 Amortized cost $ 631 $ 345 $ 976 7.13% Fair value 659 345 1,004 -- - ------------------------------------------------------------------------------------------------------------- JUNE 30, 1998 Amortized cost $ 762 $ 276 $1,038 7.98% Fair value 790 276 1,066 -- - ------------------------------------------------------------------------------------------------------------- 1 Weighted average yields are calculated on the basis of amortized cost. Such yields have been adjusted to a taxable-equivalent basis using the statutory Federal income tax rate of 35%. 2 Includes equity securities with no stated maturity. ASSET QUALITY Key has groups dedicated to evaluating and monitoring the level of risk in its credit-related assets; formulating underwriting standards and guidelines for line management; developing commercial and consumer credit policies and systems; establishing credit-related concentration limits; reviewing loans, leases and other corporate assets to evaluate credit quality; and reviewing the adequacy of the allowance for loan losses ("Allowance"). Geographic diversity throughout Key is a significant factor in managing credit risk. Management relies upon an iterative methodology to estimate the level of the Allowance on a quarterly and at times more frequent basis, as deemed necessary. This methodology is described in detail in the Allowance for Loan Losses section of Note 1, Summary of Significant Accounting Policies, beginning on page 65 of Key's 1998 Annual Report to Shareholders. As shown in Figure 17, net loan charge-offs for the second quarter of 1999 were $76 million, or .49% of average loans, compared with $72 million, or .51% of average loans, for the same period last year. Net charge-offs in the commercial loan portfolio rose by $14 million, including increases of $11 million and $5 million in the commercial, financial and agricultural, and commercial lease financing sectors, respectively. This reflected the significant growth that has occurred in this portfolio over the past year, as well as the charge-off of three specific credits aggregating $10 million during the second quarter of 1999. The increase in commercial loan net charge-offs was largely offset by a decline in the level of net charge-offs in the consumer loan portfolio. Net charge-offs in the credit card sector decreased by $7 million as a result of higher recoveries, the improvement in consumer credit and a lower volume of credit card receivables. Small improvements were also experienced in the installment loan portfolios. At $76 million, the provision for loan losses matched the level of net charge-offs in accordance with management's policy of generally maintaining the provision at a level equal to or above net charge-offs. 42 4 FIGURE 17 SUMMARY OF LOAN LOSS EXPERIENCE THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, --------------------------- ------------------------- dollars in millions 1999 1998 1999 1998 - ----------------------------------------------------------------------------------------------------------------------- Average loans outstanding during the period $ 61,604 $ 56,441 $ 61,648 $ 55,200 - ----------------------------------------------------------------------------------------------------------------------- Allowance for loan losses at beginning of period $ 930 $ 900 $ 900 $ 900 Loans charged off: Commercial, financial and agricultural 29 19 51 35 Real estate--commercial mortgage -- 4 -- 8 Real estate--construction -- 1 -- 1 Commercial lease financing 7 1 9 2 - ----------------------------------------------------------------------------------------------------------------------- Total commercial loans 36 25 60 46 Real estate--residential mortgage 3 1 5 5 Home equity 2 1 5 3 Credit card 22 27 48 54 Consumer--direct 10 12 22 23 Consumer--indirect 32 31 72 66 - ----------------------------------------------------------------------------------------------------------------------- Total consumer loans 69 72 152 151 - ----------------------------------------------------------------------------------------------------------------------- 105 97 212 197 Recoveries: Commercial, financial and agricultural 7 8 15 14 Real estate--commercial mortgage -- 3 2 5 Commercial lease financing 1 -- 1 -- - ----------------------------------------------------------------------------------------------------------------------- Total commercial loans 8 11 18 19 Real estate--residential mortgage 2 1 3 2 Credit card 5 3 8 5 Consumer--direct 3 2 4 4 Consumer--indirect 11 8 22 18 - ----------------------------------------------------------------------------------------------------------------------- Total consumer loans 21 14 37 29 - ----------------------------------------------------------------------------------------------------------------------- 29 25 55 48 - ----------------------------------------------------------------------------------------------------------------------- Net loans charged off (76) (72) (157) (149) Provision for loan losses 76 72 187 149 - ----------------------------------------------------------------------------------------------------------------------- Allowance for loan losses at end of period $ 930 $ 900 $ 930 $ 900 ======== ======== ======== ======== - ----------------------------------------------------------------------------------------------------------------------- Net loan charge-offs to average loans .49% .51% .51% .54% Allowance for loan losses to period end loans 1.50 1.56 1.50 1.56 Allowance for loan losses to nonperforming loans 247.34 240.64 247.34 240.64 - ----------------------------------------------------------------------------------------------------------------------- The Allowance at June 30, 1999, was $930 million, or 1.50% of loans, compared with $900 million, or 1.56% of loans, at June 30, 1998. Included in the 1999 and 1998 Allowance was $51 million and $23 million, respectively, which was specifically allocated for impaired loans. For a further discussion of impaired loans see Note 7, Impaired Loans and Other Nonperforming Assets, on page 15. At June 30, 1999, the Allowance was 247.34% of nonperforming loans, compared with 240.64% at June 30, 1998. The composition of nonperforming assets is shown in Figure 18. These assets totaled $412 million at June 30, 1999, and represented .66% of loans, OREO and other nonperforming assets compared with $404 million, or .65%, at December 31, 1998. The $8 million rise in the level of nonperforming assets since the 1998 year end reflected an $11 million increase in nonperforming loans, offset in part by a $3 million decrease in OREO. Over the past two years, the level of nonperforming assets has ranged from a quarterly high of $433 million at June 30, 1997, to a low of $402 million at September 30, 1998. 43 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KEYCORP -------------------------------------------- (Registrant) Date: August 16, 1999 /s/ K. Brent Somers -------------------------------------------- By: K. Brent Somers Senior Executive Vice President and Chief Financial Officer 48