KEYCORP /NEW/ (Form: 8-K, Received: 04/20/2017 07:02:34)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2017



	(Exact name of registrant as specified in charter)

Ohio		001-11302	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Results of Operations and Financial Condition .

On April 20, 2017 , KeyCorp issued a press release announcing its financial results for the three-month period ended March 31, 2017 (the “Press Release”), and posted on its website its first quarter 2017 Supplemental Information Package (the “Supplemental Information Package”). The Press Release and Supplemental Information Package are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively.

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 (collectively, the “Financial Statements”), included as part of the Press Release, are filed as Exhibit 99.3 to this report. Exhibit 99.3 is deemed “filed” for purposes of Section 18 of the Exchange Act and, therefore, may be incorporated by reference in filings under the Securities Act.

Financial Statements and Exhibits .

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

Press Release, dated April 20, 2017 , announcing financial results for the three-month period ended March 31, 2017 .

Supplemental Information Package reviewed during the conference call and webcast.

Financial Statements.



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 hereunto duly authorized.



		KEYCORP
		(Registrant)


Date: April 20, 2017		/s/ Douglas M. Schosser
		By: Douglas M. Schosser
		Chief Accounting Officer

FOR IMMEDIATE RELEASE

KEYCORP REPORTS FIRST QUARTER 2017

NET INCOME OF $296 MILLION, OR $.27 PER COMMON SHARE; EARNINGS PER COMMON SHARE OF $.32, EXCLUDING $.05 OF MERGER-RELATED CHARGES

Positive operating leverage compared to the prior year and prior quarter

Noninterest expense, excluding merger-related charges, down 8% from 4Q16, resulting in a cash efficiency ratio of 60.4% in 1Q17

Significant progress on merger synergies; expect to achieve $450 million in acquisition

cost savings by early 2018

Return on average tangible common equity, excluding merger-related charges, of 12.9% for 1Q17

CLEVELAND, April 20, 2017 – KeyCorp (NYSE: KEY) today announced first quarter net income from continuing operations attributable to Key common shareholders of $296 million , or $.27 per common share, compared to $213 million or $.20 per common share, for the fourth quarter of 2016 , and $182 million , or $.22 per common share, for the first quarter of 2016 . During the first quarter of 2017 , Key incurred merger-related charges totaling $81 million, or $.05 per common share, compared to $198 million, or $.11 per common share, in the fourth quarter of 2016 , and $24 million, or $.02 per common share, in the first quarter of 2016 . Excluding merger-related charges, earnings per common share were $.32 for the first quarter of 2017 , $.31 for the fourth quarter of 2016 , and $.24 for the first quarter of 2016 .

"Key’s strong first quarter results reflect continued business momentum and our success in realizing value from our First Niagara acquisition,” said Chairman and Chief Executive Officer Beth Mooney. “We generated positive operating leverage compared to both the prior year and previous quarter. Revenue relative to the year-ago period benefited from higher net interest income, positive momentum in our fee-based businesses and the addition of over one million newly acquired consumer and business clients. We have been successfully growing and expanding client relationships in both our Community Bank and Corporate Bank, and we remain on a path to deliver revenue synergies from our acquisition.”

“Expenses reflect our continued focus on managing costs throughout the Key franchise, as well as realizing the targeted savings from First Niagara,” Mooney continued. “We remain on track to achieve our initial $400 million cost savings target by the end of the second quarter and expect to reach $450 million by early 2018. In the first quarter, our cash efficiency ratio, excluding merger-related charges, improved to 60.4%.”

“Our capital position remains strong, and this quarter, we generated a return on average tangible common equity of 12.9% , excluding merger-related charges,” Mooney added.

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 2



Selected Financial Highlights

dollars in millions, except per share data											Change 1Q17 vs.
		1Q17			4Q16			1Q16			4Q16		1Q16
Income (loss) from continuing operations attributable to Key common shareholders		$	296		$	213		$	182		39.0	%	62.6	%
Income (loss) from continuing operations attributable to Key common shareholders per common share — assuming dilution		.27			.20			.22			35.0		22.7
Return on average total assets from continuing operations		.99		%	.69		%	.80		%	N/A		N/A
Common Equity Tier 1 ratio (non-GAAP) ^{(a), (b)}		9.87			9.54			11.07			N/A		N/A
Book value at period end		$	12.71		$	12.58		$	12.79		1.0	%	(.6	)%
Net interest margin (TE) from continuing operations		3.13		%	3.12		%	2.89		%	N/A		N/A


(a)	The table entitled “GAAP to Non-GAAP Reconciliations” in the attached financial supplement presents the computations of certain financial measures related to “Common Equity Tier 1.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons. For further information on the Regulatory Capital Rules, see the “Capital” section of this release.
(b)	3/31/2017 ratio is estimated.

TE = Taxable Equivalent, N/A = Not Applicable



INCOME STATEMENT HIGHLIGHTS

Revenue

dollars in millions							Change 1Q17 vs.
	1Q17		4Q16		1Q16		4Q16		1Q16
Net interest income (TE)	$	929	$	948	$	612	(2.0	)%	51.8	%
Noninterest income	577		618		431		(6.6	)%	33.9	%
Total revenue	$	1,506	$	1,566	$	1,043	(3.8	)%	44.4	%

TE = Taxable Equivalent

First quarter 2017 net interest income included $53 million of purchase accounting accretion related to the acquisition of First Niagara. This compares to $92 million of purchase accounting accretion in the fourth quarter of 2016, which included $34 million related to the refinement of third quarter 2016 purchase accounting estimates.

Taxable-equivalent net interest income was $929 million for the first quarter of 2017 , and the net interest margin was 3.13% , compared to taxable-equivalent net interest income of $612 million and a net interest margin of 2.89% for the first quarter of 2016 , reflecting the benefit from the First Niagara

acquisition, including purchase accounting accretion, as well as higher earning asset yields and balances.

Compared to the fourth quarter of 2016, taxable-equivalent net interest income decreased by $19 million, and the net interest margin increased by one basis point. The decline in net interest income reflects a decline in purchase accounting accretion and two fewer days in the quarter, partly offset by higher earning asset yields. The net interest margin benefited from higher earning asset yields and lower levels of liquidity, offset by a decline in purchase accounting accretion.

Excluding purchase accounting accretion, taxable-equivalent net interest income increased $20 million from the fourth quarter of 2016 and $264 million from the first quarter of 2016.

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 3



Noninterest Income

dollars in millions							Change 1Q17 vs.
	1Q17		4Q16		1Q16		4Q16		1Q16
Trust and investment services income	$	135	$	123	$	109	9.8	%	23.9	%
Investment banking and debt placement fees	127		157		71		(19.1	)	78.9
Service charges on deposit accounts	87		84		65		3.6		33.8
Operating lease income and other leasing gains	23		21		17		9.5		35.3
Corporate services income	54		61		50		(11.5	)	8.0
Cards and payments income	65		69		46		(5.8	)	41.3
Corporate-owned life insurance income	30		40		28		(25.0	)	7.1
Consumer mortgage income	6		6		2		—		200.0
Mortgage servicing fees	18		20		12		(10.0	)	50.0
Net gains (losses) from principal investing	1		4		—		(75.0	)	N/M
Other income	31		33		31		(6.1	)	—
Total noninterest income	$	577	$	618	$	431	(6.6	)%	33.9	%
Merger-related charges	—		9		—		N/M		N/M
Total noninterest income excluding merger-related charges	$	577	$	609	$	431	(5.3	)%	33.9	%

N/M = Not Meaningful

Key’s noninterest income was $577 million for the first quarter of 2017 , compared to $431 million for the year-ago quarter. The most notable increase was in investment banking and debt placement fees, which increased $56 million, related to improved capital markets conditions and activity from the year-ago period. Trust and investment services income, cards and payments income, and service charges on deposit accounts also contributed to the growth, largely related to the First Niagara acquisition.

Compared to the fourth quarter of 2016 , noninterest income decrease d by $41 million . The decrease was primarily attributable to lower investment banking and debt placement fees, as well as a decline in corporate-owned life insurance income, which is seasonally lower in the first quarter. Corporate services income also decreased $7 million related to lower loan and derivative trading income. An increase of $12 million in trust and investment services income related to higher insurance revenue and fixed income trading volume slightly offset these declines.



Noninterest Expense

dollars in millions							Change 1Q17 vs.
	1Q17		4Q16		1Q16		4Q16		1Q16
Personnel expense	$	556	$	648	$	404	(14.2	)%	37.6	%
Nonpersonnel expense	457		572		299		(20.1	)	52.8
Total noninterest expense	$	1,013	$	1,220	$	703	(17.0	)	44.1

Merger-related charges	81		207		24		(60.9	)	237.5
Total noninterest expense excluding merger-related charges	$	932	$	1,013	$	679	(8.0	)%	37.3	%

N/M = Not Meaningful

Key’s noninterest expense was $1.0 billion for the first quarter of 2017 , which included $81 million of merger-related charges. The merger-related charges were primarily made up of $51 million of nonpersonnel expense, largely recognized in marketing, net occupancy, business services and professional fees, and other expense reflecting a $20 million philanthropic contribution related to First Niagara. The remaining $30 million was personnel expense, related to ongoing integration activities. In the fourth quarter of 2016, noninterest expense included $207 million of merger-related charges, while $24 million of merger-related charges were incurred in the first quarter of 2016 .

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 4

Excluding merger-related charges, noninterest expense was $253 million higher than the first quarter of last year. The increase from the prior year, reflected in both personnel and nonpersonnel expense, was primarily driven by the acquisition of First Niagara. Higher incentive compensation related to stronger capital markets performance also contributed to the year-over-year increase.

Compared to the fourth quarter of 2016 , noninterest expense, excluding merger-related charges, decrease d by $81 million. The decrease primarily reflects cost savings related to the First Niagara acquisition, reflected in both personnel and nonpersonnel expense. Lower incentive and stock-based compensation and the absence of a pension settlement charge also contributed to the decline. These decreases were partially offset by seasonally higher employee benefits expenses.

BALANCE SHEET HIGHLIGHTS



Average Loans

dollars in millions							Change 1Q17 vs.
	1Q17		4Q16		1Q16		4Q16		1Q16
Commercial and industrial ^(a)	$	40,002	$	39,495	$	31,590	1.3	%	26.6	%
Other commercial loans	22,175		21,617		13,111		2.6		69.1
Home equity loans	12,611		12,812		10,240		(1.6	)	23.2
Other consumer loans	11,345		11,436		5,215		(.8	)	117.5
Total loans	$	86,133	$	85,360	$	60,156	.9	%	43.2	%

Commercial and industrial average loan balances include $114 million , $119 million , and $85 million of assets from commercial credit cards at March 31, 2017 , December 31, 2016 , and March 31, 2016 , respectively.

Average loans were $86.1 billion for the first quarter of 2017 , an increase of $26 billion compared to the first quarter of 2016 , primarily reflecting the impact of the First Niagara acquisition and growth in commercial and industrial loans.

Compared to the fourth quarter of 2016 , average loans increased by $773 million , driven by a $507 million increase in commercial and industrial loans, and a $416 million increase in commercial mortgage loans. The growth reflects overall business activity and lower payoffs in Key’s Commercial Real Estate line of business. Consumer loans decreased $292 million, mostly related to continued decline in the home equity loan portfolio, largely the result of paydowns on home equity lines of credit.



Average Deposits

dollars in millions											Change 1Q17 vs.
		1Q17			4Q16			1Q16			4Q16		1Q16
Non-time deposits		$	91,745		$	94,414		$	65,637		(2.8	)%	39.8	%
Certificates of deposit ($100,000 or more)		5,627			5,428			2,761			3.7		103.8
Other time deposits		4,706			4,849			3,200			(2.9	)	47.1
	Total deposits	$	102,078		$	104,691		$	71,598		(2.5	)%	42.6	%

Cost of total deposits		.23		%	.22		%	.17		%	N/A		N/A

N/A = Not Applicable

Average deposits totaled $102.1 billion for the first quarter of 2017 , an increase of $30.5 billion compared to the year-ago quarter, primarily reflecting the acquisition of First Niagara and core deposit growth in Key’s retail banking franchise.

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 5

Compared to the fourth quarter of 2016 , average deposits decrease d by $2.6 billion , largely driven by a decline in escrow deposits and a targeted reduction in certain short-term commercial deposits. On a period-end basis, total deposits decreased $105 million compared to the linked-quarter, as core deposit growth in Key’s retail banking franchise largely offset the decline in escrow deposits.



ASSET QUALITY

dollars in millions										Change 1Q17 vs.
	1Q17			4Q16			1Q16			4Q16		1Q16
Net loan charge-offs	$	58		$	72		$	46		(19.4	)%	26.1	%
Net loan charge-offs to average total loans	.27		%	.34		%	.31		%	N/A		N/A
Nonperforming loans at period end ^(a)	$	573		$	625		$	676		(8.3	)	(15.2	)
Nonperforming assets at period end ^(a)	623			676			692			(7.8	)	(10.0	)
Allowance for loan and lease losses	870			858			826			1.4		5.3
Allowance for loan and lease losses to nonperforming loans ^(a)	151.8		%	137.3		%	122.2		%	N/A		N/A
Provision for credit losses	$	63		$	66		$	89		(4.5	)%	(29.2	)%

Nonperforming loan balances exclude $812 million , $865 million , and $11 million of purchased credit impaired loans at March 31, 2017 , December 31, 2016 , and March 31, 2016 , respectively.

N/A = Not Applicable

Key’s provision for credit losses was $63 million for the first quarter of 2017 , compared to $89 million for the first quarter of 2016 and $66 million for the fourth quarter of 2016. Key’s allowance for loan and lease losses was $870 million , or 1.01% of total period-end loans, at March 31, 2017 , compared to 1.37% at March 31, 2016 , and 1.00% at December 31, 2016 .

Net loan charge-offs for the first quarter of 2017 totaled $58 million , or .27% of average total loans. These results compare to $46 million , or .31% , for the first quarter of 2016 , and $72 million , or .34% , for the fourth quarter of 2016 .

At March 31, 2017 , Key’s nonperforming loans totaled $573 million , which represented .67% of period-end portfolio loans. These results compare to 1.12% at March 31, 2016 , and .73% at December 31, 2016 . Nonperforming assets at March 31, 2017 , totaled $623 million , and represented .72% of period-end portfolio loans and OREO and other nonperforming assets. These results compare to 1.14% at March 31, 2016 , and .79% at December 31, 2016 .

Key’s estimated risk-based capital ratios included in the following table continued to exceed all “well-capitalized” regulatory benchmarks at March 31, 2017 .



Capital Ratios

	3/31/2017		12/31/2016		3/31/2016
Common Equity Tier 1 ^{(a), (b)}	9.87	%	9.54	%	11.07	%
Tier 1 risk-based capital ^(a)	10.70		10.89		11.38
Total risk based capital ^(a)	12.64		12.85		13.12
Tangible common equity to tangible assets ^(b)	8.51		8.09		9.97
Leverage ^(a)	9.81		9.90		10.73

3/31/2017 ratio is estimated.

The table entitled “GAAP to Non-GAAP Reconciliations” in the attached financial supplement presents the computations of certain financial measures related to “tangible common equity” and “Common Equity Tier 1.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons. See below for further information on the Regulatory Capital Rules.

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 6

Key's capital position remained strong throughout the first quarter. As shown in the preceding table, at March 31, 2017 , Key’s estimated Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 9.87% and 10.70% , respectively. In addition, the tangible common equity ratio was 8.51% at March 31, 2017 .

As a “standardized approach” banking organization, Key’s mandatory compliance with the final Basel III capital framework for U.S. banking organizations (the “Regulatory Capital Rules”) began on January 1, 2015, subject to transitional provisions extending to January 1, 2019. Key’s estimated Common Equity Tier 1 ratio as calculated under the fully phased-in Regulatory Capital Rules was 9.80% at March 31, 2017 . This estimate exceeds the fully phased-in required minimum Common Equity Tier 1 and Capital Conservation Buffer of 7.00%.



Summary of Changes in Common Shares Outstanding

in thousands							Change 1Q17 vs.
		1Q17		4Q16		1Q16	4Q16		1Q16
Shares outstanding at beginning of period		1,079,314		1,082,055		835,751	(.3	)%	29.1	%
Open market repurchases and return of shares under employee compensation plans		(8,673	)	(4,380	)	—	98.0		N/M
Shares issued under employee compensation plans (net of cancellations)		6,270		1,642		6,539	281.9		(4.1	)
Common shares exchanged for Series A Preferred Stock		20,568		—		—	N/M		N/M
Common shares issued to acquire First Niagara		—		(3	)	—	N/M		N/M
	Shares outstanding at end of period	1,097,479		1,079,314		842,290	1.7	%	30.3	%

N/M = Not Meaningful

On March 20, 2017, Key converted all outstanding shares of its outstanding 7.75% Non-Cumulative Perpetual Convertible Preferred Stock, Series A (NYSE: KEY.G) shares into common shares, adding approximately 21 million common shares outstanding.

Consistent with Key's 2016 Capital Plan, during the first quarter of 2017, Key declared a dividend of $.085 per common share and completed $160 million of common share repurchases, including $107 million of common share repurchases in the open market and $53 million of share repurchases related to employee equity compensation programs.

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.

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 7



Major Business Segments

dollars in millions											Change 1Q17 vs.
		1Q17			4Q16			1Q16			4Q16		1Q16
Revenue from continuing operations (TE)
Key Community Bank		$	908		$	902		$	595		.7	%	52.6	%
Key Corporate Bank		579			630			425			(8.1	)	36.2
Other Segments		28			38			21			(26.3	)	33.3
	Total segments	1,515			1,570			1,041			(3.5	)	45.5
Reconciling Items		(9		)	(4		)	2			N/M		N/M
	Total	$	1,506		$	1,566		$	1,043		(3.8	)%	44.4	%

Income (loss) from continuing operations attributable to Key
Key Community Bank		$	147		$	108		$	74		36.1	%	98.6	%
Key Corporate Bank		181			222			118			(18.5	)	53.4
Other Segments		21			34			15			(38.2	)	40.0
	Total segments	349			364			207			(4.1	)	68.6
Reconciling Items ^(a)		(25		)	(131		)	(20		)	N/M		N/M
	Total	$	324		$	233		$	187		39.1	%	73.3	%

Reconciling items consists primarily of the unallocated portion of merger-related charges and items not allocated to the business segments because they do not reflect their normal operations.

TE = Taxable Equivalent, N/M = Not Meaningful



Key Community Bank


dollars in millions								Change 1Q17 vs.
		1Q17		4Q16		1Q16		4Q16		1Q16
Summary of operations
Net interest income (TE)		$	631	$	629	$	399	.3	%	58.1	%
Noninterest income		277		273		196		1.5		41.3
	Total revenue (TE)	908		902		595		.7		52.6
Provision for credit losses		47		48		42		(2.1	)	11.9
Noninterest expense		627		682		436		(8.1	)	43.8
	Income (loss) before income taxes (TE)	234		172		117		36.0		100.0
Allocated income taxes (benefit) and TE adjustments		87		64		43		35.9		102.3
	Net income (loss) attributable to Key	$	147	$	108	$	74	36.1	%	98.6	%

Average balances
Loans and leases		$	47,036	$	47,031	$	30,789	—		52.8	%
Total assets		50,962		50,939		32,856		—		55.1
Deposits		79,393		79,358		52,803		—		50.4

Assets under management at period end		$	37,417	$	36,592	$	34,107	2.3	%	9.7	%

TE = Taxable Equivalent

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 8



Additional Key Community Bank Data

dollars in millions											Change 1Q17 vs.
		1Q17			4Q16			1Q16			4Q16		1Q16
Noninterest income
Trust and investment services income		$	98		$	88		$	73		11.4	%	34.2	%
Service charges on deposit accounts		75			71			54			5.6		38.9
Cards and payments income		55			59			43			(6.8	)	27.9
Other noninterest income		49			55			26			(10.9	)	88.5
	Total noninterest income	$	277		$	273		$	196		1.5	%	41.3	%

Average deposit balances
NOW and money market deposit accounts		$	45,027		$	44,368		$	29,432		1.5	%	53.0	%
Savings deposits		5,268			5,326			2,340			(1.1	)	125.1
Certificates of deposit ($100,000 or more)		3,878			3,659			2,120			6.0		82.9
Other time deposits		4,692			4,836			3,197			(3.0	)	46.8
Noninterest-bearing deposits		20,528			21,169			15,714			(3.0	)%	30.6
	Total deposits	$	79,393		$	79,358		$	52,803		—		50.4	%

Home equity loans
Average balance		$	12,456		$	12,560		$	10,037
Combined weighted-average loan-to-value ratio (at date of origination)		70		%	71		%	71		%
Percent first lien positions		60			57			61

Other data
Branches		1,216			1,217			961
Automated teller machines		1,594			1,593			1,249

Key Community Bank Summary of Operations ( 1Q17 vs. 1Q16 )

Positive operating leverage compared to prior year

Net income increased $73 million, or 98.6%, from prior year

Average commercial and industrial loans increased $5.1 billion, or 39.3%, from the prior year

Average deposits increased $26.6 billion, or 50.4%, from the prior year

Key Community Bank recorded net income attributable to Key of $147 million for the first quarter of 2017, compared to $74 million for the year-ago quarter, benefiting from momentum in Key's core businesses, as well as the impact of the First Niagara acquisition.

Taxable-equivalent net interest income increased by $232 million, or 58.1%, from the first quarter of 2016. The increase was primarily attributable to the acquisition of First Niagara, as well as the benefit from the Federal Reserve rate increase. Average loans and leases increased $16.2 billion, or 52.8%, largely driven by a $5.1 billion, or 39.3%, increase in commercial and industrial loans. Additionally, average deposits increased $26.6 billion, or 50.4% from one year ago.

Noninterest income was up $81 million, or 41.3%, from the year-ago quarter, driven by the acquisition of First Niagara, including the addition of Key Insurance and Benefits Services. Strength in derivatives and higher assets under management balances from market growth also contributed to the increase.

The provision for credit losses increased by $5 million, or 11.9%, and net loan charge-offs increased $20 million, from the first quarter of 2016, primarily related to the acquisition of First Niagara.

Noninterest expense increased by $191 million, or 43.8%, from the year-ago quarter, largely driven by the acquisition of First Niagara, as well as core business activity and investments. Personnel expense increased $75 million, while non-personnel expense increased by $116 million, including higher intangible amortization expense and higher FDIC assessment expense.

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 9



Key Corporate Bank


dollars in millions									Change 1Q17 vs.
		1Q17		4Q16			1Q16		4Q16		1Q16
Summary of operations
Net interest income (TE)		$	304	$	333		$	218	(8.7	)%	39.4	%
Noninterest income		275		297			207		(7.4	)	32.9
	Total revenue (TE)	579		630			425		(8.1	)	36.2
Provision for credit losses		17		20			43		(15.0	)	(60.5	)
Noninterest expense		303		326			237		(7.1	)	27.8
	Income (loss) before income taxes (TE)	259		284			145		(8.8	)	78.6
Allocated income taxes and TE adjustments		78		63			27		23.8		188.9
	Net income (loss)	181		221			118		(18.1	)	53.4
Less: Net income (loss) attributable to noncontrolling interests		—		(1		)	—		N/M		N/M
	Net income (loss) attributable to Key	$	181	$	222		$	118	(18.5	)%	53.4	%

Average balances
Loans and leases		$	37,737	$	36,770		$	27,722	2.6	%	36.1	%
Loans held for sale		1,097		1,223			811		(10.3	)	35.3
Total assets		44,167		43,210			33,413		2.2		32.2
Deposits		21,003		23,172			18,074		(9.4	)%	16.2	%

TE = Taxable Equivalent, N/M = Not Meaningful



Additional Key Corporate Bank Data

dollars in millions								Change 1Q17 vs.
		1Q17		4Q16		1Q16		4Q16		1Q16
Noninterest income
Trust and investment services income		$	37	$	35	$	36	5.7	%	2.8	%
Investment banking and debt placement fees		124		154		70		(19.5	)	77.1
Operating lease income and other leasing gains		21		18		13		16.7		61.5

Corporate services income		38		43		38		(11.6	)	—
Service charges on deposit accounts		12		12		11		—		9.1
Cards and payments income		10		9		3		11.1		233.3
	Payments and services income	60		64		52		(6.3	)	15.4

Mortgage servicing fees		16		18		12		(11.1	)	33.3
Other noninterest income		17		8		24		112.5		(29.2	)
	Total noninterest income	$	275	$	297	$	207	(7.4	)%	32.9	%

Key Corporate Bank Summary of Operations ( 1Q17 vs. 1Q16 )

Average loan and lease balances up $10 billion, or 36.1%, from the prior year

Revenue up $154 million, or 36.2%, from the prior year

Noninterest income up $68 million, or 32.9%, from the prior year

Key Corporate Bank recorded net income attributable to Key of $181 million for the first quarter of 2017 , compared to $118 million for the same period one year ago.

Taxable-equivalent net interest income increased by $86 million, or 39.4%, compared to the first quarter of 2016. Average loan and lease balances increased $10 billion, or 36.1%, from the year-ago quarter, primarily driven by the First Niagara acquisition as well as growth in commercial and industrial loans.

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April 20, 2017

Page 10

Average deposit balances increased $2.9 billion, or 16.2%, from the year-ago quarter, mostly driven by the First Niagara acquisition.

Noninterest income was up $68 million, or 32.9%, from the prior year. This growth was mostly due to $54 million of higher investment banking and debt placement fees related to improved capital markets conditions and activity from the year-ago period, as well as an increase of $8 million in operating lease income and other leasing gains related to higher originations. Additional increases of $7 million in cards and payments income and $4 million in mortgage servicing fees were partially offset by a $7 million decrease in other noninterest income.

The provision for credit losses decreased $26 million, or 60.5%, compared to the first quarter of 2016 due to $4 million of lower net loan charge-offs and improvement in the oil and gas portfolio.

Noninterest expense increased by $66 million, or 27.8%, from the first quarter of 2016. The increase from the prior year, reflected in both personnel and nonpersonnel expense, was largely driven by the acquisition of First Niagara, higher performance-based compensation and various other items, including operating lease and cards and payments expenses.

Other Segments consist of Corporate Treasury, Key’s Principal Investing unit, and various exit portfolios. Other Segments generated net income attributable to Key of $21 million for the first quarter of 2017 , compared to $15 million for the same period last year, driven by increases in corporate-owned life insurance income, net gains on principal investing, and other income.

KeyCorp's roots trace back 190 years to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nation’s largest bank-based financial services companies, with assets of approximately $134.5 billion at March 31, 2017 .

Key provides deposit, lending, cash management, insurance, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of more than 1,200 branches and more than 1,500 ATMs. 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 First Quarter 2017 Profit

April 20, 2017

Page 11



CONTACTS:

ANALYSTS	MEDIA
Vernon L. Patterson	Jack Sparks
216.689.0520	720.904.4554
Vernon_Patterson@KeyBank.com	Jack_Sparks@KeyBank.com
	Twitter: @keybank_news
Kelly L. Dillon
216.689.3133
Kelly_L_Dillon@KeyBank.com

Melanie S. Misconish
216.689.4545
Melanie_S_Misconish@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. These statements do not relate strictly to historical or current facts. Forward-looking statements usually can be identified by the use of words such as “goal,” “objective,” “plan,” “expect,” “assume,” “anticipate,” “intend,” “project,” “believe,” “estimate,” or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results, or aspirations. Forward-looking statements, by their nature, are subject to assumptions, risks and uncertainties, many of which are outside of our control. Our actual results may differ materially from those set forth in our forward-looking statements. There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause Key’s actual results to differ from those described in the forward-looking statements can be found in KeyCorp’s Form 10-K for the year ended December 31, 2016, as well as in KeyCorp’s subsequent SEC filings, all of which have been filed with the Securities and Exchange Commission (the “SEC”) and are available on Key’s website (www.key.com/ir) and on the SEC’s website (www.sec.gov). These factors may include, among others: deterioration of commercial real estate market fundamentals, adverse changes in credit quality trends, declining asset prices, a reversal of the U.S. economic recovery due to financial, political, or other shocks, and the extensive and increasing regulation of the U.S. financial services industry. Any forward-looking statements made by us or on our behalf speak only as of the date they are made and we do not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or circumstances.

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, April 20, 2017 . An audio replay of the call will be available through April 30, 2017.

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 First Quarter 2017 Profit

April 20, 2017

Page 12

Financial Supplement



Page
13	Financial Highlights
15	GAAP to Non-GAAP Reconciliation
18	Consolidated Balance Sheets
19	Consolidated Statements of Income
20	Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
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	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 Other Real Estate Owned, Net of Allowance, From Continuing Operations
27	Line of Business Results

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Page 13



Financial Highlights
(dollars in millions, except per share amounts)
			Three months ended
			3/31/2017			12/31/2016			3/31/2016
Summary of operations
	Net interest income (TE)		$	929		$	948		$	612
	Noninterest income		577			618			431
		Total revenue (TE)	1,506			1,566			1,043
	Provision for credit losses		63			66			89
	Noninterest expense		1,013			1,220			703
	Income (loss) from continuing operations attributable to Key		324			233			187
	Income (loss) from discontinued operations, net of taxes ^(a)		—			(4		)	1
	Net income (loss) attributable to Key		324			229			188

	Income (loss) from continuing operations attributable to Key common shareholders		296			213			182
	Income (loss) from discontinued operations, net of taxes ^(a)		—			(4		)	1
	Net income (loss) attributable to Key common shareholders		296			209			183

Per common share
	Income (loss) from continuing operations attributable to Key common shareholders		$	.28		$	.20		$	.22
	Income (loss) from discontinued operations, net of taxes ^(a)		—			—			—
	Net income (loss) attributable to Key common shareholders ^(b)		.28			.20			.22

	Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution		.27			.20			.22
	Income (loss) from discontinued operations, net of taxes — assuming dilution ^(a)		—			—			—
	Net income (loss) attributable to Key common shareholders — assuming dilution ^(b)		.27			.19			.22

	Cash dividends declared per common share		.085			.085			.075
	Book value at period end		12.71			12.58			12.79
	Tangible book value at period end		10.21			9.99			11.52
	Market price at period end		17.78			18.27			11.04

Performance ratios
	From continuing operations:
	Return on average total assets		.99		%	.69		%	.80		%
	Return on average common equity		8.76			6.22			6.86
	Return on average tangible common equity ^(c)		10.98			7.88			7.64
	Net interest margin (TE)		3.13			3.12			2.89
	Cash efficiency ratio ^(c)		65.8			76.2			66.6

	From consolidated operations:
	Return on average total assets		.98		%	.67		%	.79		%
	Return on average common equity		8.76			6.10			6.90
	Return on average tangible common equity ^(c)		10.98			7.73			7.68
	Net interest margin (TE)		3.11			3.09			2.83
	Loan to deposit ^(d)		85.6			85.2			85.7

Capital ratios at period end
	Key shareholders’ equity to assets		11.14		%	11.17		%	11.25		%
	Key common shareholders’ equity to assets		10.37			9.95			10.95
	Tangible common equity to tangible assets ^(c)		8.51			8.09			9.97
	Common Equity Tier 1 ^{(c), (e)}		9.87			9.54			11.07
	Tier 1 risk-based capital ^(e)		10.70			10.89			11.38
	Total risk-based capital ^(e)		12.64			12.85			13.12
	Leverage ^(e)		9.81			9.90			10.73

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April 20, 2017

Page 14



Financial Highlights (continued)
(dollars in millions)
		Three months ended
		3/31/2017			12/31/2016			3/31/2016
Asset quality — from continuing operations
	Net loan charge-offs	$	58		$	72		$	46
	Net loan charge-offs to average loans	.27		%	.34		%	.31		%
	Allowance for loan and lease losses	$	870		$	858		$	826
	Allowance for credit losses	918			913			895
	Allowance for loan and lease losses to period-end loans	1.01		%	1.00		%	1.37		%
	Allowance for credit losses to period-end loans	1.07			1.06			1.48
	Allowance for loan and lease losses to nonperforming loans ^(f)	151.8			137.3			122.2
	Allowance for credit losses to nonperforming loans ^(f)	160.2			146.1			132.4
	Nonperforming loans at period end ^(f)	$	573		$	625		$	676
	Nonperforming assets at period end ^(f)	623			676			692
	Nonperforming loans to period-end portfolio loans ^(f)	.67		%	.73		%	1.12		%
	Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets ^(f)	.72			.79			1.14

Trust assets
	Assets under management	$	37,417		$	36,592		$	34,107

Other data
	Average full-time equivalent employees	18,386			18,849			13,403
	Branches	1,216			1,217			961

Taxable-equivalent adjustment		$	11		$	10		$	8

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.

Earnings per share may not foot due to rounding.

The following table entitled “GAAP to Non-GAAP Reconciliations” presents the computations of certain financial measures related to “tangible common equity,” “Common Equity Tier 1,” and “cash efficiency.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons. For further information on the Regulatory Capital Rules, see the “Capital” section of this release.

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

3/31/2017 ratio is estimated.

Nonperforming loan balances exclude $812 million , $865 million , and $11 million of purchased credit impaired loans at March 31, 2017 , December 31, 2016 , and March 31, 2016 , respectively.

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

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April 20, 2017

Page 15

GAAP to Non-GAAP Reconciliations

(dollars in millions)

The table below presents certain non-GAAP financial measures related to “tangible common equity,” “return on average tangible common equity,” “Common Equity Tier 1,” “pre-provision net revenue,” certain financial measures excluding merger-related charges, and “cash efficiency ratio.”

The tangible common equity ratio and the return on average tangible common equity ratio have been a focus for some investors, and management believes these ratios 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. In October 2013, the federal banking regulators published the final Basel III capital framework for U.S. banking organizations (the “Regulatory Capital Rules”). The Regulatory Capital Rules require higher and better-quality capital and introduced a new capital measure, “Common Equity Tier 1,” a non-GAAP financial measure. The mandatory compliance date for Key as a “standardized approach” banking organization began on January 1, 2015, subject to transitional provisions extending to January 1, 2019.

Common Equity Tier 1 is not formally defined by GAAP and 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 Common Equity Tier 1, 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 credit losses makes it easier to analyze the results by presenting them on a more comparable basis.

As previously disclosed, Key completed its purchase of First Niagara on August 1, 2016. The definitive agreement and plan of merger to acquire First Niagara was originally announced on October 30, 2015. As a result of this transaction, Key has recognized merger-related charges. The table below shows the computation of noninterest expense excluding merger-related charges, earnings per common share excluding merger-related charges, return on average tangible common equity excluding merger-related charges, return on average assets from continuing operations excluding merger-related charges, cash efficiency ratio excluding merger-related charges, and pre-provision net revenue excluding merger-related charges. Management believes that eliminating the effects of the merger-related charges makes it easier to analyze the results by presenting them on a more comparable basis.

The cash efficiency ratio is a ratio of two non-GAAP performance measures. As such, there is no directly comparable GAAP performance measure. The cash efficiency ratio performance measure removes the impact of Key’s intangible asset amortization from the calculation. The table below also shows the computation for the cash efficiency ratio excluding merger-related charges. Management believes these ratios provide greater consistency and comparability between Key’s results and those of its peer banks. Additionally, these ratios are used by analysts and investors as they develop earnings forecasts and peer bank analysis.

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
				3/31/2017			12/31/2016			3/31/2016
Tangible common equity to tangible assets at period end
	Key shareholders’ equity (GAAP)			$	14,976		$	15,240		$	11,066
	Less:	Intangible assets ^(a)		2,751			2,788			1,077
		Preferred Stock ^(b)		1,009			1,640			281
		Tangible common equity (non-GAAP)		$	11,216		$	10,812		$	9,708

	Total assets (GAAP)			$	134,476		$	136,453		$	98,402
	Less:	Intangible assets ^(a)		2,751			2,788			1,077
		Tangible assets (non-GAAP)		$	131,725		$	133,665		$	97,325

	Tangible common equity to tangible assets ratio (non-GAAP)			8.51		%	8.09		%	9.97		%

Common Equity Tier 1 at period end
	Key shareholders’ equity (GAAP)			$	14,976		$	15,240		$	11,066
	Less:	Preferred Stock ^(b)		1,009			1,640			281
		Common Equity Tier 1 capital before adjustments and deductions		13,967			13,600			10,785
	Less:	Goodwill, net of deferred taxes		2,386			2,405			1,033
		Intangible assets, net of deferred taxes		189			155			35
		Deferred tax assets		6			4			1
		Net unrealized gains (losses) on available-for-sale securities, net of deferred taxes		(179		)	(185		)	70
		Accumulated gains (losses) on cash flow hedges, net of deferred taxes		(75		)	(52		)	46
		Amounts in accumulated other comprehensive income (loss) attributed to
			pension and postretirement benefit costs, net of deferred taxes	(336		)	(339		)	(365		)
		Total Common Equity Tier 1 capital ^(c)		$	11,976		$	11,612		$	9,965

	Net risk-weighted assets (regulatory) ^(c)			$	121,305		$	121,671		$	90,014

	Common Equity Tier 1 ratio (non-GAAP) ^(c)			9.87		%	9.54		%	11.07		%

Pre-provision net revenue
	Net interest income (GAAP)			$	918		$	938		$	604
	Plus:	Taxable-equivalent adjustment		11			10			8
		Noninterest income		577			618			431
	Less:	Noninterest expense		1,013			1,220			703
		Pre-provision net revenue from continuing operations (non-GAAP)		$	493		$	346		$	340
	Plus:	Merger-related charges		81			198			24
		Pre-provision net revenue from continuing operations excluding merger-related charges (non-GAAP)		$	574		$	544		$	364

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April 20, 2017

Page 16



GAAP to Non-GAAP Reconciliations (continued)
(dollars in millions)
			Three months ended
			3/31/2017			12/31/2016			3/31/2016
Average tangible common equity
	Average Key shareholders’ equity (GAAP)		$	15,184		$	14,901		$	10,953
	Less:	Intangible assets (average) ^(d)	2,772			2,874			1,079
		Preferred Stock (average)	1,480			1,274			290
		Average tangible common equity (non-GAAP)	$	10,932		$	10,753		$	9,584

Return on average tangible common equity from continuing operations
	Net income (loss) from continuing operations attributable to Key common shareholders (GAAP)		$	296		$	213		$	182
	Add:	Merger-related charges, after tax	51			124			15
	Net income (loss) from continuing operations attributable to Key common shareholders excluding
		merger-related charges (non-GAAP)	$	347		$	337		$	197

	Average tangible common equity (non-GAAP)		10,932			10,753			9,584

	Return on average tangible common equity from continuing operations (non-GAAP)		10.98		%	7.88		%	7.64		%

	Return on average tangible common equity from continuing operations excluding merger-related charges (non-GAAP)		12.87		%	12.47		%	8.27		%

Return on average tangible common equity consolidated
	Net income (loss) attributable to Key common shareholders (GAAP)		$	296		$	209		$	183
	Average tangible common equity (non-GAAP)		10,932			10,753			9,584

	Return on average tangible common equity consolidated (non-GAAP)		10.98		%	7.73		%	7.68		%

Noninterest expense excluding merger-related charges
	Noninterest expense (GAAP)		$	1,013		$	1,220		$	703
	Less:	Merger-related charges	81			207			24
		Noninterest expense excluding merger-related charges (non-GAAP)	$	932		$	1,013		$	679

Earnings per common share (EPS) excluding merger-related charges
	EPS from continuing operations attributable to Key common shareholders — assuming dilution		$	.27		$	.20		$	.22
	Add:	EPS impact of merger-related charges	.05			.11			.02
		EPS from continuing operations attributable to Key common shareholders
		excluding merger-related charges (non-GAAP)	$	.32		$	.31		$	.24

Cash efficiency ratio
	Noninterest expense (GAAP)		$	1,013		$	1,220		$	703
	Less:	Intangible asset amortization	22			27			8
		Adjusted noninterest expense (non-GAAP)	991			1,193			695
	Less:	Merger-related charges	81			207			24
		Adjusted noninterest expense excluding merger-related charges (non-GAAP)	$	910		$	986		$	671

	Net interest income (GAAP)		$	918		$	938		$	604
	Plus:	Taxable-equivalent adjustment	11			10			8
		Noninterest income	577			618			431
		Total taxable-equivalent revenue (non-GAAP)	1,506			1,566			1,043
	Add:	Merger-related charges	—			(9		)	—
		Adjusted total taxable-equivalent revenue excluding merger-related charges (non-GAAP)	$	1,506		$	1,557		$	1,043

	Cash efficiency ratio (non-GAAP)		65.8		%	76.2		%	66.6		%

	Cash efficiency ratio excluding merger-related charges (non-GAAP)		60.4		%	63.3		%	64.3		%

Return on average total assets from continuing operations excluding merger-related charges
	Income from continuing operations attributable to Key (GAAP)		$	324		$	233		$	187
	Add:	Merger-related charges, after tax	51			124			15
		Income from continuing operations attributable to Key excluding merger-related
		charges, after tax (non-GAAP)	$	375		$	357		$	202

	Average total assets from continuing operations (GAAP)		$	132,741		$	134,428		$	94,477

	Return on average total assets from continuing operations excluding merger-related charges (non-GAAP)		1.15		%	1.06		%	.86		%

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April 20, 2017

Page 17



GAAP to Non-GAAP Reconciliations (continued)
(dollars in millions)
			Three months ended
			3/31/2017
Common Equity Tier 1 under the Regulatory Capital Rules (“RCR”) (estimates)
	Common Equity Tier 1 under current RCR		$	11,976
	Adjustments from current RCR to the fully phased-in RCR:
		Deferred tax assets and other intangible assets ^(e)	(50		)
		Common Equity Tier 1 anticipated under the fully phased-in RCR ^(f)	$	11,926

	Net risk-weighted assets under current RCR		$	121,305
	Adjustments from current RCR to the fully phased-in RCR:
		Mortgage servicing assets ^(g)	597
		Deferred tax assets	92
		Volcker funds	(172		)
		All other assets	(72		)
		Total risk-weighted assets anticipated under the fully phased-in RCR ^(f)	$	121,750

	Common Equity Tier 1 ratio under the fully phased-in RCR ^(f)		9.80		%

For the three months ended March 31, 2017 , December 31, 2016 , and March 31, 2016 , intangible assets exclude $38 million , $42 million, and $40 million, respectively, of period-end purchased credit card receivables.

Net of capital surplus.

3/31/17 amount is estimated.

For the three months ended March 31, 2017 , December 31, 2016 , and March 31, 2016 , average intangible assets exclude $40 million , $46 million, and $42 million, respectively, of average purchased credit card receivables.

Includes the deferred tax assets subject to future taxable income for realization, primarily tax credit carryforwards, as well as intangible assets (other than goodwill and mortgage servicing assets) subject to the transition provisions of the final rule.

The anticipated amount of regulatory capital and risk-weighted assets is based upon the federal banking agencies’ Regulatory Capital Rules (as fully phased-in on January 1, 2019); Key is subject to the Regulatory Capital Rules under the “standardized approach.”

Item is included in the 10%/15% exceptions bucket calculation and is risk-weighted at 250%.

GAAP = U.S. generally accepted accounting principles

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April 20, 2017

Page 18



Consolidated Balance Sheets
(dollars in millions)

			3/31/2017			12/31/2016			3/31/2016
Assets
	Loans		$	86,125		$	86,038		$	60,438
	Loans held for sale		1,384			1,104			684
	Securities available for sale		18,431			20,212			14,304
	Held-to-maturity securities		10,186			10,232			5,003
	Trading account assets		921			867			765
	Short-term investments		2,525			2,775			5,436
	Other investments		689			738			643
		Total earning assets	120,261			121,966			87,273
	Allowance for loan and lease losses		(870		)	(858		)	(826		)
	Cash and due from banks		549			677			474
	Premises and equipment		935			978			750
	Operating lease assets		563			540			362
	Goodwill		2,427			2,446			1,060
	Other intangible assets		362			384			57
	Corporate-owned life insurance		4,087			4,068			3,557
	Derivative assets		578			803			1,065
	Accrued income and other assets		4,064			3,864			2,849
	Discontinued assets		1,520			1,585			1,781
		Total assets	$	134,476		$	136,453		$	98,402

Liabilities
	Deposits in domestic offices:
		NOW and money market deposit accounts	$	55,095		$	54,590		$	38,946
		Savings deposits	6,306			6,491			2,385
		Certificates of deposit ($100,000 or more)	5,859			5,483			3,095
		Other time deposits	4,694			4,698			3,259
		Total interest-bearing deposits	71,954			71,262			47,685
		Noninterest-bearing deposits	32,028			32,825			25,697
		Total deposits	103,982			104,087			73,382
	Federal funds purchased and securities sold under repurchase agreements		442			1,502			374
	Bank notes and other short-term borrowings		943			808			615
	Derivative liabilities		255			636			790
	Accrued expense and other liabilities		1,552			1,796			1,410
	Long-term debt		12,324			12,384			10,760
		Total liabilities	119,498			121,213			87,331

Equity
	Preferred stock		1,025			1,665			290
	Common shares		1,257			1,257			1,017
	Capital surplus		6,287			6,385			3,818
	Retained earnings		9,584			9,378			9,042
	Treasury stock, at cost		(2,623		)	(2,904		)	(2,888		)
	Accumulated other comprehensive income (loss)		(554		)	(541		)	(213		)
		Key shareholders’ equity	14,976			15,240			11,066
	Noncontrolling interests		2			—			5
		Total equity	14,978			15,240			11,071
Total liabilities and equity			$	134,476		$	136,453		$	98,402

Common shares outstanding (000)			1,097,479			1,079,314			842,290

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 19



Consolidated Statements of Income
(dollars in millions, except per share amounts)
			Three months ended
			3/31/2017		12/31/2016			3/31/2016
Interest income
	Loans		$	877	$	898		$	562
	Loans held for sale		13		11			8
	Securities available for sale		95		92			75
	Held-to-maturity securities		51		44			24
	Trading account assets		7		6			7
	Short-term investments		3		5			4
	Other investments		4		6			3
		Total interest income	1,050		1,062			683

Interest expense
	Deposits		58		57			31
	Federal funds purchased and securities sold under repurchase agreements		1		1			—
	Bank notes and other short-term borrowings		5		3			2
	Long-term debt		68		63			46
		Total interest expense	132		124			79

Net interest income			918		938			604
Provision for credit losses			63		66			89
Net interest income after provision for credit losses			855		872			515

Noninterest income
	Trust and investment services income		135		123			109
	Investment banking and debt placement fees		127		157			71
	Service charges on deposit accounts		87		84			65
	Operating lease income and other leasing gains		23		21			17
	Corporate services income		54		61			50
	Cards and payments income		65		69			46
	Corporate-owned life insurance income		30		40			28
	Consumer mortgage income		6		6			2
	Mortgage servicing fees		18		20			12
	Net gains (losses) from principal investing		1		4			—
	Other income ^(a)		31		33			31
		Total noninterest income	577		618			431

Noninterest expense
	Personnel		556		648			404
	Net occupancy		87		112			61
	Computer processing		60		97			43
	Business services and professional fees		46		78			41
	Equipment		27		30			21
	Operating lease expense		19		17			13
	Marketing		21		35			12
	FDIC assessment		20		23			9
	Intangible asset amortization		22		27			8
	OREO expense, net		2		3			1
	Other expense		153		150			90
		Total noninterest expense	1,013		1,220			703
Income (loss) from continuing operations before income taxes			419		270			243
	Income taxes		94		38			56
Income (loss) from continuing operations			325		232			187
	Income (loss) from discontinued operations, net of taxes		—		(4		)	1
Net income (loss)			325		228			188
	Less: Net income (loss) attributable to noncontrolling interests		1		(1		)	—
Net income (loss) attributable to Key			$	324	$	229		$	188

Income (loss) from continuing operations attributable to Key common shareholders			$	296	$	213		$	182
Net income (loss) attributable to Key common shareholders			296		209			183

Per common share
Income (loss) from continuing operations attributable to Key common shareholders			$	.28	$	.20		$	.22
Income (loss) from discontinued operations, net of taxes			—		—			—
Net income (loss) attributable to Key common shareholders ^(b)			.28		.20			.22

Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders			$	.27	$	.20		$	.22
Income (loss) from discontinued operations, net of taxes			—		—			—
Net income (loss) attributable to Key common shareholders ^(b)			.27		.19			.22

Cash dividends declared per common share			$	.085	$	.085		$	.075

Weighted-average common shares outstanding (000)			1,068,609		1,067,771			827,381
	Effect of common share options and other stock awards		17,931		15,946			7,679
Weighted-average common shares and potential common shares outstanding (000) ^(c)			1,086,540		1,083,717			835,060

(a)	For the three months ended March 31, 2017, net securities gains (losses) totaled $1 million. For the three months ended December 31, 2016, net securities gains (losses) totaled $6 million. For the three months ended March 31, 2016, net securities gains (losses) totaled less than $1 million. For the three months ended March 31, 2017, December 31, 2016, and March 31, 2016, Key did not have any impairment losses related to securities.
(b)	Earnings per share may not foot due to rounding.
(c)	Assumes conversion of common share options and other stock awards and/or convertible preferred stock, as applicable.

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 20



Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(dollars in millions)

			First Quarter 2017							Fourth Quarter 2016							First Quarter 2016
			Average							Average							Average
			Balance			Interest ^(a)		Yield/Rate ^(a)		Balance			Interest ^(a)		Yield/Rate ^(a)		Balance			Interest ^(a)		Yield/Rate ^(a)
Assets
	Loans: ^{(b), (c)}
	Commercial and industrial ^(d)		$	40,002		$	373	3.77	%	$	39,495		$	365	3.68	%	$	31,590		$	263	3.35	%
	Real estate — commercial mortgage		15,187			164		4.39		14,771			168		4.50		8,138			77		3.78
	Real estate — construction		2,353			26		4.54		2,222			37		6.72		1,016			10		4.11
	Commercial lease financing		4,635			44		3.76		4,624			50		4.34		3,957			36		3.65
		Total commercial loans	62,177			607		3.95		61,112			620		4.04		44,701			386		3.47
	Real estate — residential mortgage		5,520			54		3.94		5,554			57		4.17		2,236			24		4.18
	Home equity loans		12,611			131		4.22		12,812			129		3.99		10,240			103		4.06
	Consumer direct loans		1,762			30		6.97		1,785			31		6.84		1,593			26		6.53
	Credit cards		1,067			29		11.06		1,088			29		10.78		784			21		10.72
	Consumer indirect loans		2,996			37		4.91		3,009			42		5.50		602			10		6.44
		Total consumer loans	23,956			281		4.75		24,248			288		4.73		15,455			184		4.76
		Total loans	86,133			888		4.17		85,360			908		4.24		60,156			570		3.80
	Loans held for sale		1,188			13		4.28		1,323			11		3.39		826			8		4.02
	Securities available for sale ^{(b), (e)}		19,181			95		1.95		20,145			92		1.82		14,207			75		2.12
	Held-to-maturity securities ^(b)		9,988			51		2.04		9,121			44		1.95		4,817			24		2.01
	Trading account assets		968			7		2.75		892			6		2.54		817			7		3.50
	Short-term investments		1,610			3		.79		3,717			5		.49		3,432			4		.46
	Other investments ^(e)		709			4		2.26		741			6		3.23		647			3		1.73
		Total earning assets	119,777			1,061		3.57		121,299			1,072		3.52		84,902			691		3.27
	Allowance for loan and lease losses		(855		)					(855		)					(803		)
	Accrued income and other assets		13,819							13,984							10,378
	Discontinued assets		1,540							1,610							1,804
		Total assets	$	134,281						$	136,038						$	96,281

Liabilities
	NOW and money market deposit accounts		$	54,295		32		.24		$	55,444		31		.22		$	37,708		15		.16
	Savings deposits		6,351			1		.10		6,546			2		.10		2,349			—		.02
	Certificates of deposit ($100,000 or more) ^(f)		5,627			16		1.16		5,428			15		1.11		2,761			10		1.37
	Other time deposits		4,706			9		.76		4,849			9		.77		3,200			6		.79
		Total interest-bearing deposits	70,979			58		.33		72,267			57		.32		46,018			31		.27
	Federal funds purchased and securities sold under repurchase agreements		795			1		.32		592			1		.11		437			—		.07
	Bank notes and other short-term borrowings		1,802			5		1.06		934			3		1.11		591			2		1.63
	Long-term debt ^{(f), (g)}		10,833			68		2.54		10,914			63		2.38		8,566			46		2.19
		Total interest-bearing liabilities	84,409			132		.63		84,707			124		.58		55,612			79		.57
	Noninterest-bearing deposits		31,099							32,424							25,580
	Accrued expense and other liabilities		2,048							2,394							2,322
	Discontinued liabilities ^(g)		1,540							1,610							1,804
		Total liabilities	119,096							121,135							85,318
Equity
	Key shareholders’ equity		15,184							14,901							10,953
	Noncontrolling interests		1							2							10
		Total equity	15,185							14,903							10,963
		Total liabilities and equity	$	134,281						$	136,038						$	96,281
Interest rate spread (TE)								2.94	%						2.94	%						2.70	%
Net interest income (TE) and net interest margin (TE)						929		3.13	%				948		3.12	%				612		2.89	%
TE adjustment ^(b)						11							10							8
	Net interest income, GAAP basis					$	918						$	938						$	604

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

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%.

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

Commercial and industrial average balances include $114 million , $119 million , and $85 million of assets from commercial credit cards for the three months ended March 31, 2017 , December 31, 2016 , and March 31, 2016 , respectively.

Yield is calculated on the basis of amortized cost.

Rate calculation excludes basis adjustments related to fair value hedges.

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

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

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 21




Noninterest Expense
(dollars in millions)

	Three months ended
	3/31/2017		12/31/2016		3/31/2016
Personnel ^(a)	$	556	$	648	$	404
Net occupancy	87		112		61
Computer processing	60		97		43
Business services and professional fees	46		78		41
Equipment	27		30		21
Operating lease expense	19		17		13
Marketing	21		35		12
FDIC assessment	20		23		9
Intangible asset amortization	22		27		8
OREO expense, net	2		3		1
Other expense	153		150		90
Total noninterest expense	$	1,013	$	1,220	$	703
Merger-related charges ^(b)	81		207		24
Total noninterest expense excluding merger-related charges	$	932	$	1,013	$	679
Average full-time equivalent employees ^(c)	18,386		18,849		13,403

Additional detail provided in Personnel Expense table below.

Additional detail provide in Merger-Related Charges table below.

The number of average full-time equivalent employees has not been adjusted for discontinued operations.



Personnel Expense
(in millions)

	Three months ended
	3/31/2017		12/31/2016		3/31/2016
Salaries and contract labor	$	324	$	352	$	244
Incentive and stock-based compensation	127		185		89
Employee benefits	96		98		68
Severance	9		13		3
Total personnel expense	$	556	$	648	$	404
Merger-related charges	30		80		16
Total personnel expense excluding merger-related charges	$	526	$	568	$	388

Merger-Related Charges
(in millions)

	Three months ended
	3/31/2017		12/31/2016		3/31/2016
Other income	—		$	9	—
Noninterest income	—		9		—

Personnel	$	30	80		$	16
Net occupancy	5		29		—
Business services and professional fees	5		22		7
Computer processing	5		38		—
Marketing	6		13		1
Other nonpersonnel expense	30		25		—
Noninterest expense	81		207		24
Total merger-related charges	$	81	$	198	$	24

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 22



Loan Composition
(dollars in millions)

							Percent change 3/31/2017 vs.
	3/31/2017		12/31/2016		3/31/2016		12/31/2016		3/31/2016
Commercial and industrial ^{(a), (b)}	$	40,112	$	39,768	$	31,976	.9	%	25.4	%
Commercial real estate:
Commercial mortgage	15,260		15,111		8,364		1.0		82.4
Construction	2,270		2,345		841		(3.2	)	169.9
Total commercial real estate loans	17,530		17,456		9,205		.4		90.4
Commercial lease financing ^(c)	4,665		4,685		3,934		(.4	)	18.6
Total commercial loans	62,307		61,909		45,115		.6		38.1
Residential — prime loans:
Real estate — residential mortgage	5,507		5,547		2,234		(.7	)	146.5
Home equity loans	12,541		12,674		10,149		(1.0	)	23.6
Total residential — prime loans	18,048		18,221		12,383		(.9	)	45.7
Consumer direct loans	1,735		1,788		1,579		(3.0	)	9.9
Credit cards	1,037		1,111		782		(6.7	)	32.6
Consumer indirect loans	2,998		3,009		579		(.4	)	417.8
Total consumer loans	23,818		24,129		15,323		(1.3	)	55.4
Total loans ^{(d), (e)}	$	86,125	$	86,038	$	60,438	.1	%	42.5	%

Loan balances include $114 million, $116 million, and $85 million of commercial credit card balances at March 31, 2017 , December 31, 2016 , and March 31, 2016 , respectively.

“Commercial, financial and agricultural” was renamed to “Commercial and industrial” in the first quarter of 2017 to better reflect the composition of our loan portfolios. There was no reclassification of previously reported balances.

Commercial lease financing includes receivables held as collateral for a secured borrowing of $55 million, $68 million, and $115 million at March 31, 2017 , December 31, 2016 , and March 31, 2016 , respectively. Principal reductions are based on the cash payments received from these related receivables.

At March 31, 2017 , total loans include purchased loans of $19.0 billion, of which $ 812 million were purchased credit impaired. At December 31, 2016 , total loans include purchased loans of $21.0 billion, of which $865 million were purchased credit impaired. At March 31, 2016 , total loans include purchased loans of $109 million, of which $11 million were purchased credit impaired.

Total loans exclude loans of $1.5 billion at March 31, 2017 , $1.6 billion at December 31, 2016 , and $ 1.8 billion at March 31, 2016 , related to the discontinued operations of the education lending business.



Loans Held for Sale Composition
(dollars in millions)

							Percent change 3/31/2017 vs.
	3/31/2017		12/31/2016		3/31/2016		12/31/2016		3/31/2016
Commercial and industrial	$	171	$	19	$	103	800.0	%	66.0	%
Real estate — commercial mortgage	1,150		1,022		562		12.5		104.6
Commercial lease financing	1		—		—		N/M		N/M
Real estate — residential mortgage	62		62		19		—		226.3
Real estate — construction	—		1		—		N/M		N/M
Total loans held for sale ^(a)	$	1,384	$	1,104	$	684	25.4	%	102.3	%

Total loans held for sale include Real estate — residential mortgage loans held for sale at fair value of $62 million at March 31, 2017 and December 31, 2016 .

N/M = Not Meaningful



Summary of Changes in Loans Held for Sale
(in millions)

	1Q17			4Q16			3Q16			2Q16			1Q16
Balance at beginning of period	$	1,104		$	1,137		$	442		$	684		$	639
Purchases	—			—			48			—			—
New originations	2,563			2,846			2,857			1,539			1,114
Transfers from (to) held to maturity, net	17			11			2			22			—
Loan sales	(2,299		)	(2,889		)	(2,180		)	(1,802		)	(1,108		)
Loan draws (payments), net	(1		)	(1		)	(32		)	(1		)	39
Balance at end of period ^(a)	$	1,384		$	1,104		$	1,137		$	442		$	684

Total loans held for sale include Real estate — residential mortgage loans held for sale at fair value of $62 million at March 31, 2017 , December 31, 2016 , and September 30, 2016 .

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 23



Asset Quality Statistics From Continuing Operations
(dollars in millions)

	1Q17			4Q16			3Q16			2Q16			1Q16
Net loan charge-offs	$	58		$	72		$	44		$	43		$	46
Net loan charge-offs to average total loans	.27		%	.34		%	.23		%	.28		%	.31		%
Allowance for loan and lease losses	$	870		$	858		$	865		$	854		$	826
Allowance for credit losses ^(a)	918			913			918			904			895
Allowance for loan and lease losses to period-end loans	1.01		%	1.00		%	1.01		%	1.38		%	1.37		%
Allowance for credit losses to period-end loans	1.07			1.06			1.07			1.46			1.48
Allowance for loan and lease losses to nonperforming loans ^(b)	151.8			137.3			119.6			138.0			122.2
Allowance for credit losses to nonperforming loans ^(b)	160.2			146.1			127.0			146.0			132.4
Nonperforming loans at period end ^(b)	$	573		$	625		$	723		$	619		$	676
Nonperforming assets at period end ^(b)	623			676			760			637			692
Nonperforming loans to period-end portfolio loans ^(b)	.67		%	.73		%	.85		%	1.00		%	1.12		%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets ^(b)	.72			.79			.89			1.03			1.14

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

Nonperforming loan balances exclude $812 million , $865 million, $959 million, $11 million, and $11 million of purchased credit impaired loans at March 31, 2017 , December 31, 2016 , September 30, 2016 , June 30, 2016 , and March 31, 2016 , respectively.

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 24




Summary of Loan and Lease Loss Experience From Continuing Operations
(dollars in millions)

	Three months ended
	3/31/2017			12/31/2016			3/31/2016
Average loans outstanding	$	86,133		$	85,360		$	60,156
Allowance for loan and lease losses at beginning of period	$	858		$	865		$	796
Loans charged off:
Commercial and industrial	32			40			26

Real estate — commercial mortgage	—			2			1
Real estate — construction	—			—			—
Total commercial real estate loans	—			2			1
Commercial lease financing	7			1			3
Total commercial loans	39			43			30
Real estate — residential mortgage	(2		)	—			2
Home equity loans	8			8			10
Consumer direct loans	10			9			6
Credit cards	11			10			8
Consumer indirect loans	11			12			4
Total consumer loans	38			39			30
Total loans charged off	77			82			60
Recoveries:
Commercial and industrial	5			3			3

Real estate — commercial mortgage	—			—			2
Real estate — construction	1			—			1
Total commercial real estate loans	1			—			3
Commercial lease financing	2			1			—
Total commercial loans	8			4			6
Real estate — residential mortgage	2			(2		)	2
Home equity loans	3			4			3
Consumer direct loans	1			1			1
Credit cards	1			1			1
Consumer indirect loans	4			2			1
Total consumer loans	11			6			8
Total recoveries	19			10			14
Net loan charge-offs	(58		)	(72		)	(46		)
Provision (credit) for loan and lease losses	70			64			76
Foreign currency translation adjustment	—			1			—
Allowance for loan and lease losses at end of period	$	870		$	858		$	826

Liability for credit losses on lending-related commitments at beginning of period	$	55		$	53		$	56
Provision (credit) for losses on lending-related commitments	(7		)	2			13
Liability for credit losses on lending-related commitments at end of period ^(a)	$	48		$	55		$	69

Total allowance for credit losses at end of period	$	918		$	913		$	895

Net loan charge-offs to average total loans	.27		%	.34		%	.31		%
Allowance for loan and lease losses to period-end loans	1.01			1.00			1.37
Allowance for credit losses to period-end loans	1.07			1.06			1.48
Allowance for loan and lease losses to nonperforming loans	151.8			137.3			122.2
Allowance for credit losses to nonperforming loans	160.2			146.1			132.4

Discontinued operations — education lending business:
Loans charged off	$	6		$	7		$	9
Recoveries	2			3			3
Net loan charge-offs	$	(4	)	$	(4	)	$	(6	)

Included in "Accrued expense and other liabilities" on the balance sheet.

KeyCorp Reports First Quarter 2017 Profit

April 20, 2017

Page 25



Summary of Nonperforming Assets and Past Due Loans From Continuing Operations
(dollars in millions)

	3/31/2017			12/31/2016			9/30/2016			6/30/2016			3/31/2016
Commercial and industrial	$	258		$	297		$	335		$	321		$	380

Real estate — commercial mortgage	32			26			32			14			16
Real estate — construction	2			3			17			25			12
Total commercial real estate loans	34			29			49			39			28
Commercial lease financing	5			8			13			10			11
Total commercial loans	297			334			397			370			419
Real estate — residential mortgage	54			56			72			54			59
Home equity loans	207			223			225			189			191
Consumer direct loans	3			6			2			1			1
Credit cards	3			2			3			2			2
Consumer indirect loans	9			4			24			3			4
Total consumer loans	276			291			326			249			257
Total nonperforming loans ^(a)	573			625			723			619			676
OREO	49			51			35			15			14
Other nonperforming assets	1			—			2			3			2
Total nonperforming assets ^(a)	$	623		$	676		$	760		$	637		$	692
Accruing loans past due 90 days or more	$	79		$	87		$	49		$	70		$	70
Accruing loans past due 30 through 89 days	312			404			317			203			237
Restructured loans — accruing and nonaccruing ^(b)	302			280			304			277			283
Restructured loans included in nonperforming loans ^(b)	161			141			149			133			151
Nonperforming assets from discontinued operations — education lending business	4			5			5			5			6
Nonperforming loans to period-end portfolio loans ^(a)	.67		%	.73		%	.85		%	1.00		%	1.12		%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets ^(a)	.72			.79			.89			1.03			1.14

Nonperforming loan balances exclude $812 million , $865 million , $959 million, $11 million, and $11 million, of purchased credit impaired loans at March 31, 2017 , December 31, 2016 , September 30, 2016 , June 30, 2016 , and March 31, 2016 , respectively.

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 First Quarter 2017 Profit

April 20, 2017

Page 26



Summary of Changes in Nonperforming Loans From Continuing Operations
(in millions)

	1Q17			4Q16			3Q16			2Q16			1Q16
Balance at beginning of period	$	625		$	723		$	619		$	676		$	387
Loans placed on nonaccrual status	218			170			78			124			406
Nonperforming loans acquired from First Niagara ^(a)	—			(31		)	150			—			—
Charge-offs	(77		)	(81		)	(53		)	(64		)	(60		)
Loans sold	(8		)	(9		)	—			—			(11		)
Payments	(59		)	(30		)	(32		)	(75		)	(8		)
Transfers to OREO	(11		)	(21		)	(5		)	(6		)	(4		)
Transfers to other nonperforming assets	—			—			—			—			—
Loans returned to accrual status	(115		)	(96		)	(34		)	(36		)	(34		)
Balance at end of period ^(b)	$	573		$	625		$	723		$	619		$	676


99.1	Press Release, dated April 20, 2017 , announcing financial results for the three-month period ended March 31, 2017 .


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


(a)	During the fourth quarter of 2016, Key adjusted the estimated fair value of the First Niagara acquired loan portfolio recorded during the third quarter of 2016, resulting in a $31 million decrease in the balance of acquired nonperforming loans.



Line of Business Results
(dollars in millions)

																Percent change 1Q17 vs.
	1Q17			4Q16			3Q16			2Q16			1Q16			4Q16		1Q16
Key Community Bank
Summary of operations
Total revenue (TE)	$	908		$	902		$	783		$	598		$	595		.7	%	52.6	%
Provision for credit losses	47			48			37			25			42			(2.1	)	11.9
Noninterest expense	627			682			589			445			436			(8.1	)	43.8
Net income (loss) attributable to Key	147			108			98			80			74			36.1		98.6
Average loans and leases	47,036			47,031			41,548			30,936			30,789			—		52.8
Average deposits	79,393			79,358			69,397			53,794			52,803			—		50.4
Net loan charge-offs	43			42			31			17			23			2.4		87.0
Net loan charge-offs to average total loans	.37		%	.36		%	.30		%	.22		%	.30		%	N/A		N/A
Nonperforming assets at period end	$	395		$	412		$	428		$	300		$	303		(4.1	)	30.4
Return on average allocated equity	12.60		%	9.07		%	10.95		%	11.76		%	11.10		%	N/A		N/A
Average full-time equivalent employees	10,804			11,198			9,805			7,331			7,376			(3.5	)	46.5

Key Corporate Bank
Summary of operations
Total revenue (TE)	$	579		$	630		$	556		$	451		$	425		(8.1	)%	36.2	%
Provision for credit losses	17			20			25			30			43			(15.0	)	(60.5	)
Noninterest expense	303			326			310			259			237			(7.1	)	27.8
Net income (loss) attributable to Key	181			222			159			135			118			(18.5	)	53.4
Average loans and leases	37,737			36,770			34,561			28,607			27,722			2.6		36.1
Average loans held for sale	1,097			1,223			1,103			591			811			(10.3	)	35.3
Average deposits	21,003			23,172			22,708			19,129			18,074			(9.4	)	16.2
Net loan charge-offs	14			26			12			27			18			(46.2	)	(22.2	)
Net loan charge-offs to average total loans	.15		%	.28		%	.14		%	.38		%	.26		%	N/A		N/A
Nonperforming assets at period end	$	197		$	244		$	318		$	323		$	375		(19.3	)	(47.5	)
Return on average allocated equity	24.86		%	31.09		%	26.72		%	26.23		%	22.92		%	N/A		N/A
Average full-time equivalent employees	2,384			2,380			2,330			2,138			2,126			.2		12.1


(d)	Exhibits