KeyBank 2006 Annual Report Download - page 61

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61
KEYCORP AND SUBSIDIARIES
Shareholders and Board of Directors
KeyCorp
We have audited management’s assessment, included in the accompanying
Management’s Assessment of Internal Control Over Financial Reporting
appearing under Management’s Annual Report on Internal Control Over
Financial Reporting, that KeyCorp and subsidiaries (“Key”) maintained
effective internal control over financial reporting as of December 31,
2006, based on criteria established in “Internal Control — Integrated
Framework” issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria). Key’s management is
responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control
over financial reporting. Our responsibility is to express an opinion on
management’s assessment and an opinion on the effectiveness of the
company’s internal control over financial reporting based on our audit.
Weconducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting,
evaluating management’sassessment, testing and evaluating the design
and operating effectiveness of internal control, and performing such other
procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
Acompany’sinternal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have
amaterial effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that Key maintained effective
internal control over financial reporting as of December 31, 2006, is
fairly stated, in all material respects, based on the COSO criteria. Also,
in our opinion, Key maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2006,
based on the COSO criteria.
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated
balance sheets of Key as of December 31, 2006 and 2005, and the related
consolidated statements of income, changes in shareholders’ equity,
and cash flow for each of the three years in the period ended December
31, 2006 and our report dated February 23, 2007 expressed an
unqualified opinion thereon.
Cleveland, Ohio
February 23, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
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