KEYCORP /NEW/ (Form: 8-K, Received: 01/17/2019 07:02:25)

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): January 17, 2019



	(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, indicate 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 January 17, 2019 , KeyCorp issued a press release announcing its financial results for the three- and twelve- month period ended December 31, 2018 (the “Press Release”), and posted on its website its fourth quarter 2018 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:



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: January 17, 2019		/s/ Douglas M. Schosser
		By: Douglas M. Schosser
		Chief Accounting Officer

KEYCORP REPORTS FOURTH QUARTER 2018 NET INCOME OF $459 MILLION,

OR $.45 PER COMMON SHARE

4Q18 results included a net impact of $.03 per common share related to notable items: a pension settlement charge and efficiency initiative expenses

Sixth consecutive year of positive operating leverage with record full-year revenue of $6.4 billion

Cash efficiency ratio and return on average tangible common equity improved

over 300 basis points vs. the prior year

Strong credit quality: 4Q18 net charge-offs to average loans of .27%

Significant capital return: 62% increase in common share dividend and over $1.1 billion share repurchases in 2018

CLEVELAND, January 17, 2019 - KeyCorp (NYSE: KEY) today announced net income from continuing operations attributable to Key common shareholders of $459 million, or $.45 per common share for the fourth quarter of 2018, compared to $468 million, or $.45 per common share, for the third quarter of 2018 and $181 million, or $.17 per common share, for the fourth quarter of 2017. During the fourth quarter of 2018, Key’s results included notable items resulting in a net impact of $.03 per common share, consisting of a pension settlement charge and efficiency initiative expenses. No notable items were reported in the third quarter of 2018, however, notable items resulting in a net impact of $.19 per common share were reported in the fourth quarter of 2017.

For the year ended December 31, 2018, net income from continuing operations attributable to Key common shareholders was $1.8 billion, or $1.70 per common share, compared to $1.2 billion, or $1.12 per common share, for the same period one year ago.



Selected Financial Highlights

dollars in millions, except per share data										Change 4Q18 vs.
	4Q18			3Q18			4Q17			3Q18		4Q17
Income (loss) from continuing operations attributable to Key common shareholders	$	459		$	468		$	181		(1.9	)%	153.6	%
Income (loss) from continuing operations attributable to Key common shareholders per common share — assuming dilution	.45			.45			.17			—		164.7
Return on average tangible common equity from continuing operations ^(a)	16.40		%	16.81		%	6.35		%	N/A		N/A
Return on average total assets from continuing operations	1.37			1.40			.57			N/A		N/A
Common Equity Tier 1 ratio ^(b)	9.92			9.95			10.16			N/A		N/A
Book value at period end	$	13.90		$	13.33		$	13.09		4.3	%	6.2	%
Net interest margin (TE) from continuing operations	3.16		%	3.18		%	3.09		%	N/A		N/A

The table entitled “GAAP to Non-GAAP Reconciliations” in the attached financial supplement presents the computations of certain financial measures related to “Return on average tangible common equity from continuing operations.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

12/31/18 ratio is estimated.

TE = Taxable Equivalent, N/A = Not Applicable



INCOME STATEMENT HIGHLIGHTS

Revenue

dollars in millions							Change 4Q18 vs.
	4Q18		3Q18		4Q17		3Q18		4Q17
Net interest income (TE)	$	1,008	$	993	$	952	1.5	%	5.9	%
Noninterest income	645		609		656		5.9		(1.7	)
Total revenue	$	1,653	$	1,602	$	1,608	3.2	%	2.8	%

TE = Taxable Equivalent

Taxable-equivalent net interest income was $1.0 billion for the fourth quarter of 2018 , and the net interest margin was 3.16%, compared to taxable-equivalent net interest income of $952 million and a net interest margin of 3.09% for the fourth quarter of 2017 , reflecting the benefit from higher interest rates and higher earning asset balances. Fourth quarter 2018 net interest income included $23 million of purchase accounting accretion, a decline of $15 million from the fourth quarter of 2017 .

Compared to the third quarter of 2018, taxable-equivalent net interest income increased by $15 million, and the net interest margin declined by two basis points. Net interest income benefited from higher earning asset balances, while the overall decline in the net interest margin reflects the impact of lower purchase accounting accretion.



Noninterest Income

dollars in millions							Change 4Q18 vs.
	4Q18		3Q18		4Q17		3Q18		4Q17
Trust and investment services income	$	121	$	117	$	131	3.4	%	(7.6	)%
Investment banking and debt placement fees	186		166		200		12.0		(7.0	)
Service charges on deposit accounts	84		85		89		(1.2	)	(5.6	)
Operating lease income and other leasing gains	28		35		27		(20.0	)	3.7
Corporate services income	58		52		56		11.5		3.6
Cards and payments income	68		69		77		(1.4	)	(11.7	)
Corporate-owned life insurance income	39		34		37		14.7		5.4
Consumer mortgage income	7		9		7		(22.2	)	—
Mortgage servicing fees	21		19		17		10.5		23.5
Other income	33		23		15		43.5		120.0
Total noninterest income	$	645	$	609	$	656	5.9	%	(1.7	)%

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 2

Key’s noninterest income was $645 million for the fourth quarter of 2018 , compared to $656 million for the year-ago quarter. Trust and investment services income declined $10 million, related to the sale of Key Insurance and Benefits Services in the second quarter of 2018. Cards and payments income and service charges on deposit accounts were impacted by the 2018 adoption of the revenue recognition accounting standard. Excluding the revenue recognition changes, both of these line items grew from the prior year. Investment banking and debt placement fees were lower, following a record fourth quarter in 2017. Partially offsetting these declines were increases in other income and mortgage servicing fees.

Compared to the third quarter of 2018, noninterest income increase d by $36 million, driven by momentum in many of Key's core fee-based businesses. Investment banking and debt placement fees increased $20 million, largely related to strength in commercial mortgage banking and advisory fees. Corporate services income reflected higher derivatives and trading income, and trust and investment services income grew, largely due to stronger brokerage commissions.



Noninterest Expense

dollars in millions							Change 4Q18 vs.
	4Q18		3Q18		4Q17		3Q18		4Q17
Personnel expense	$	576	$	553	$	609	4.2	%	(5.4	)%
Nonpersonnel expense	436		411		489		6.1		(10.8	)
Total noninterest expense	$	1,012	$	964	$	1,098	5.0	%	(7.8	)%

Key’s noninterest expense was $1.0 billion for the fourth quarter of 2018 , compared to $1.1 billion in the year-ago quarter. Personnel expense declined year-over-year, driven by lower incentive compensation and employee benefits costs, partially offset by increased severance expense related to Key's efficiency initiative. Net occupancy and marketing expenses also declined, largely related to merger-related charges in the fourth quarter of 2017. In the fourth quarter of 2018, Key's FDIC assessment costs decreased, due to the elimination of the FDIC quarterly surcharge.

Compared to the third quarter of 2018, noninterest expense increase d by $48 million. The increase was primarily driven by notable items in the quarter - efficiency initiative expenses of $24 million and a $17 million pension settlement charge (reported in other expense). Business services and professional fees and other expense increased, but were partially offset by the benefit from the FDIC surcharge elimination.

BALANCE SHEET HIGHLIGHTS



Average Loans

dollars in millions							Change 4Q18 vs.
	4Q18		3Q18		4Q17		3Q18		4Q17
Commercial and industrial ^(a)	$	45,129	$	44,749	$	41,289	.8	%	9.3	%
Other commercial loans	20,899		20,471		21,040		2.1		(.7	)
Home equity loans	11,234		11,415		12,128		(1.6	)	(7.4	)
Other consumer loans	12,026		11,832		11,549		1.6		4.1
Total loans	$	89,288	$	88,467	$	86,006	.9	%	3.8	%

Commercial and industrial average loan balances include $132 million, $128 million, and $119 million of assets from commercial credit cards at December 31, 2018 , September 30, 2018 , and December 31, 2017 , respectively.

Average loans were $89.3 billion for the fourth quarter of 2018 , an increase of $3.3 billion compared to the fourth quarter of 2017 , reflecting broad-based growth in commercial and industrial loans, partially offset by higher paydowns in home equity lines of credit.

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 3

Compared to the third quarter of 2018 , average loans increased by $821 million, driven by growth in commercial real estate and commercial and industrial loans.



Average Deposits

dollars in millions										Change 4Q18 vs.
	4Q18			3Q18			4Q17			3Q18		4Q17
Non-time deposits	$	94,480		$	92,414		$	92,251		2.2	%	2.4	%
Certificates of deposit ($100,000 or more)	8,217			8,186			6,776			.4		21.3
Other time deposits	5,255			5,026			4,771			4.6		10.1
Total deposits	$	107,952		$	105,626		$	103,798		2.2	%	4.0	%

Cost of total deposits	.64		%	.53		%	.31		%	N/A		N/A

N/A = Not Applicable

Average deposits totaled $108.0 billion for the fourth quarter of 2018 , an increase of $4.2 billion compared to the year-ago quarter, reflecting growth in higher-yielding deposit products, as well as strength in Key’s retail banking franchise and growth from commercial relationships.

Compared to the third quarter of 2018 , average deposits increase d by $2.3 billion, driven primarily by the penetration of existing retail and commercial relationships, as well as short-term and seasonal deposit inflows.



ASSET QUALITY

dollars in millions										Change 4Q18 vs.
	4Q18			3Q18			4Q17			3Q18		4Q17
Net loan charge-offs	$	60		$	60		$	52		—		15.4	%
Net loan charge-offs to average total loans	.27		%	.27		%	.24		%	N/A		N/A
Nonperforming loans at period end ^(a)	$	542		$	645		$	503		(16.0	)%	7.8
Nonperforming assets at period end ^(a)	577			674			534			(14.4	)	8.1
Allowance for loan and lease losses	883			887			877			(.5	)	.7
Allowance for loan and lease losses to nonperforming loans ^(a)	162.9		%	137.5		%	174.4		%	N/A		N/A
Provision for credit losses	$	59		$	62		$	49		(4.8	)%	20.4	%

Nonperforming loan balances exclude $575 million, $606 million, and $738 million of purchased credit impaired loans at December 31, 2018 , September 30, 2018 , and December 31, 2017 , respectively.

N/A = Not Applicable

Key’s provision for credit losses was $59 million for the fourth quarter of 2018 , compared to $49 million for the fourth quarter of 2017 and $62 million for the third quarter of 2018. Key’s allowance for loan and lease losses was $883 million, or .99% of total period-end loans at December 31, 2018 , compared to 1.01% at December 31, 2017 , and .99% at September 30, 2018 .

Net loan charge-offs for the fourth quarter of 2018 totaled $60 million, or .27% of average total loans. These results compare to $52 million, or .24% , for the fourth quarter of 2017 , and $60 million, or .27% , for the third quarter of 2018 .

At December 31, 2018 , Key’s nonperforming loans totaled $542 million, a decline of $103 million from the prior quarter, which represented .61% of period-end portfolio loans. These results compare to .58% at December 31, 2017 , and .72% at September 30, 2018 . Nonperforming assets at December 31, 2018 , totaled $577 million, and represented .64% of period-end portfolio loans and OREO and other nonperforming assets. These results compare to .62% at December 31, 2017 , and .75% at September 30, 2018 .

Key’s estimated risk-based capital ratios included in the following table continued to exceed all “well-capitalized” regulatory benchmarks at December 31, 2018 .

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 4



Capital Ratios

	12/31/2018		9/30/2018		12/31/2017
Common Equity Tier 1 ^(a)	9.92	%	9.95	%	10.16	%
Tier 1 risk-based capital ^(a)	11.07		11.11		11.01
Total risk based capital ^(a)	12.88		12.99		12.92
Tangible common equity to tangible assets ^(b)	8.30		8.05		8.23
Leverage ^(a)	9.93		10.03		9.73

12/31/2018 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.” 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.

Key's capital position remained strong in the fourth quarter of 2018. As shown in the preceding table, at December 31, 2018 , Key’s estimated Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 9.92% and 11.07% , respectively. Key's tangible common equity ratio was 8.30% at December 31, 2018 .

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. Key’s estimated Common Equity Tier 1 ratio as calculated under the fully phased-in Regulatory Capital Rules was 9.83% at December 31, 2018 . 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 4Q18 vs.
		4Q18		3Q18		4Q17		3Q18		4Q17
Shares outstanding at beginning of period		1,034,287		1,058,944		1,079,039		(2.3	)%	(4.1	)%
Open market repurchases and return of shares under employee compensation plans		(15,216	)	(25,418	)	(10,617	)	(40.1	)	43.3
Shares issued under employee compensation plans (net of cancellations)		432		761		662		(43.2	)	(34.7	)
	Shares outstanding at end of period	1,019,503		1,034,287		1,069,084		(1.4	)%	(4.6	)%

Consistent with Key's 2018 Capital Plan, during the fourth quarter of 2018, Key declared a dividend of $.17 per common share and completed $278 million of common share repurchases. Key's remaining share repurchase authorization consistent with the 2018 Capital Plan (which continues through the second quarter of 2019) is $405 million.

LINE OF BUSINESS RESULTS

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



Major Business Segments

dollars in millions										Change 4Q18 vs.
		4Q18			3Q18		4Q17			3Q18		4Q17
Revenue from continuing operations (TE)
Key Community Bank		$	1,022		$	994	$	961		2.8	%	6.3	%
Key Corporate Bank		581			574		605			1.2		(4.0	)
Other Segments		53			24		41			120.8		29.3
	Total segments	1,656			1,592		1,607			4.0		3.0
Reconciling Items		(3		)	10		1			N/M		N/M
	Total	$	1,653		$	1,602	$	1,608		3.2	%	2.8	%

Income (loss) from continuing operations attributable to Key
Key Community Bank		$	261		$	241	$	152		8.3	%	71.7	%
Key Corporate Bank		215			199		223			8.0		(3.6	)
Other Segments		45			22		48			104.5		(6.3	)
	Total segments	521			462		423			12.8	%	23.2
Reconciling Items		(39		)	20		(228		)	N/M		N/M
	Total	$	482		$	482	$	195		—		147.2	%

TE = Taxable Equivalent, N/M = Not Meaningful

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 5



Key Community Bank


dollars in millions							Change 4Q18 vs.
	4Q18		3Q18		4Q17		3Q18		4Q17
Summary of operations
Net interest income (TE)	$	744	$	726	$	674	2.5	%	10.4	%
Noninterest income	278		268		287		3.7		(3.1	)
Total revenue (TE)	1,022		994		961		2.8		6.3
Provision for credit losses	48		43		57		11.6		(15.8	)
Noninterest expense	633		635		665		(.3	)	(4.8	)
Income (loss) before income taxes (TE)	341		316		239		7.9		42.7
Allocated income taxes (benefit) and TE adjustments	80		75		87		6.7		(8.0	)
Net income (loss) attributable to Key	$	261	$	241	$	152	8.3	%	71.7	%

Average balances
Loans and leases	$	47,976	$	47,862	$	47,408	.2	%	1.2	%
Total assets	51,881		51,740		51,398		.3		.9
Deposits	84,288		82,259		80,352		2.5		4.9

Assets under management at period end	$	36,775	$	40,575	$	39,588	(9.4	)%	(7.1	)%

TE = Taxable Equivalent

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 6



Additional Key Community Bank Data

dollars in millions										Change 4Q18 vs.
	4Q18			3Q18			4Q17			3Q18		4Q17
Noninterest income
Trust and investment services income	$	90		$	90		$	87		—		3.4	%
Service charges on deposit accounts	72			72			77			—		(6.5	)
Cards and payments income	61			59			67			3.4	%	(9.0	)
Other noninterest income	55			47			56			17.0		(1.8	)
Total noninterest income	$	278		$	268		$	287		3.7	%	(3.1	)%

Average deposit balances
NOW and money market deposit accounts	$	47,310		$	45,967		$	44,415		2.9	%	6.5	%
Savings deposits	4,777			4,923			5,090			(3.0	)	(6.1	)
Certificates of deposit ($100,000 or more)	6,169			5,608			4,628			10.0		33.3
Other time deposits	5,244			5,019			4,765			4.5		10.1
Noninterest-bearing deposits	20,788			20,742			21,454			.2		(3.1	)
Total deposits	$	84,288		$	82,259		$	80,352		2.5	%	4.9	%

Home equity loans
Average balance	$	11,144		$	11,317		$	12,005
Combined weighted-average loan-to-value ratio (at date of origination)	70		%	70		%	70		%
Percent first lien positions	60			60			60

Other data
Branches	1,159			1,166			1,197
Automated teller machines	1,505			1,518			1,572

Key Community Bank Summary of Operations (4Q18 vs. 4Q17)

Positive operating leverage compared to the prior year

Net income increased $109 million, or 71.7%, from the prior year

Average commercial and industrial loans increased $1.0 billion, or 5.6%, from the prior year

Key Community Bank recorded net income attributable to Key of $261 million for the fourth quarter of 2018, compared to $152 million for the year-ago quarter, benefiting from momentum in Key's core businesses, expense discipline, and a lower tax rate as a result of tax reform.

Taxable-equivalent net interest income increased by $70 million, or 10.4%, from the fourth quarter of 2017. The increase in net interest income was primarily attributable to the benefit from higher interest rates and loan growth, partially offset by lower purchase accounting accretion. Average loans and leases increased $568 million, or 1.2%, largely driven by a $1.0 billion, or 5.6%, increase in commercial and industrial loans. Additionally, average deposits increased $3.9 billion, or 4.9%, from the fourth quarter of 2017 due to strength in our relationship strategy.

Noninterest income decreased $9 million, or 3.1%, from the year-ago quarter driven by lower service charges on deposit accounts and cards and payments income, which were impacted by revenue recognition changes. Excluding the impact of the accounting change, both businesses grew from the prior period, related to continued household growth.

The provision for credit losses decreased by $9 million, or 15.8%, from the fourth quarter of 2017. Net loan charge-offs increased $7 million from the fourth quarter of 2017 driven by a larger balance sheet.

Noninterest expense decreased by $32 million, or 4.8%, from the year-ago quarter. Both personnel and nonpersonnel expense declined, driven by strong expense discipline across the businesses while continuing to invest strategically for growth.

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 7



Key Corporate Bank


dollars in millions								Change 4Q18 vs.
	4Q18		3Q18		4Q17			3Q18		4Q17
Summary of operations
Net interest income (TE)	$	272	$	273	$	284		(.4	)%	(4.2	)%
Noninterest income	309		301		321			2.7		(3.7	)
Total revenue (TE)	581		574		605			1.2		(4.0	)
Provision for credit losses	12		20		(6		)	(40.0	)	N/M
Noninterest expense	329		316		352			4.1		(6.5	)
Income (loss) before income taxes (TE)	240		238		259			.8		(7.3	)
Allocated income taxes and TE adjustments	25		39		36			(35.9	)	(30.6	)
Net income (loss) attributable to Key	$	215	$	199	$	223		8.0	%	(3.6	)%

Average balances
Loans and leases	$	40,438	$	39,714	$	37,457		1.8	%	8.0	%
Loans held for sale	2,249		1,042		1,345			115.8		67.2
Total assets	48,853		46,860		44,501			4.3		9.8
Deposits	21,793		21,056		21,558			3.5	%	1.1	%

TE = Taxable Equivalent, N/M = Not Meaningful

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 8



Additional Key Corporate Bank Data

dollars in millions									Change 4Q18 vs.
	4Q18			3Q18		4Q17			3Q18		4Q17
Noninterest income
Trust and investment services income	$	30		$	27	$	33		11.1	%	(9.1	)%
Investment banking and debt placement fees	178			162		195			9.9		(8.7	)
Operating lease income and other leasing gains	24			34		25			(29.4	)	(4.0	)

Corporate services income	43			37		40			16.2		7.5
Service charges on deposit accounts	12			13		12			(7.7	)	—
Cards and payments income	7			10		10			(30.0	)	(30.0	)
Payments and services income	62			60		62			3.3		—

Mortgage servicing fees	18			15		15			20.0		20.0
Other noninterest income	(3		)	3		(9		)	N/M		N/M
Total noninterest income	$	309		$	301	$	321		2.7	%	(3.7	)%

N/M = Not Meaningful

Key Corporate Bank Summary of Operations ( 4Q18 vs. 4Q17 )

Record year for investment banking and debt placement fees

Commercial and industrial loans up $2.8 billion, or 12.7%, from prior year

Key Corporate Bank recorded net income attributable to Key of $215 million for the fourth quarter of 2018, compared to $223 million for the year-ago quarter.

Taxable-equivalent net interest income decreased by $12 million, or 4.2%, compared to the fourth quarter of 2017. This decline is related to lower purchase accounting accretion, as well as loan spread compression. Average loan and lease balances increased $3 billion, or 8%, from the year-ago quarter, driven by broad-based growth in commercial and industrial loans. Average deposit balances increased $235 million, or 1.1%, from the year-ago quarter, driven by growth in core deposits.

Noninterest income was down $12 million, or 3.7%, from the prior year. Investment banking and debt placement fees decreased $17 million, or 8.7%, from a record quarter in the year-ago period. This decrease was partially offset by increases in other noninterest income of $6 million related to higher gains on certain tax-advantaged assets, as well as higher mortgage servicing fees of $3 million.

During the fourth quarter of 2018, the provision for credit losses increased $18 million compared to the fourth quarter of 2017, mostly related to loan growth.

Noninterest expense decreased by $23 million, or 6.5%, from the fourth quarter of 2017. The decrease from the prior year was largely driven by lower personnel expense. The prior year also had higher impairments on certain tax-advantaged assets related to tax reform. These decreases are slightly offset by higher volumes driving increased operating lease expense.

Other Segments consist of Corporate Treasury, Key’s Principal Investing unit, and various exit portfolios. Other Segments generated net income attributable to Key of $45 million for the fourth quarter of 2018 , compared to $48 million for the same period last year.

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 $139.6 billion at December 31, 2018 .

Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of over 1,100 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 Fourth Quarter 2018 Profit

January 17, 2019

Page 9



CONTACTS:

ANALYSTS	MEDIA
Vernon L. Patterson	Susan Donlan
216.689.0520	216.471.3133
Vernon_Patterson@KeyBank.com	Susan_E_Donlan@KeyBank.com
	Twitter: @keybank_news
Melanie S. Kaiser
216.689.4545
Melanie_S_Kaiser@KeyBank.com

Emily J. Mills
216.689.7781
emills@key.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, 2017, 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 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, January 17, 2019 . An audio replay of the call will be available through January 27, 2019.

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 Fourth Quarter 2018 Profit

January 17, 2019

Page 10

Financial Supplement



Page
11	Financial Highlights
13	GAAP to Non-GAAP Reconciliation
15	Consolidated Balance Sheets
16	Consolidated Statements of Income
17	Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
19	Noninterest Expense
19	Personnel Expense
20	Loan Composition
20	Loans Held for Sale Composition
20	Summary of Changes in Loans Held for Sale
21	Summary of Loan and Lease Loss Experience From Continuing Operations
22	Asset Quality Statistics From Continuing Operations
22	Summary of Nonperforming Assets and Past Due Loans From Continuing Operations
22	Summary of Changes in Nonperforming Loans From Continuing Operations
23	Line of Business Results

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 11



Financial Highlights
(dollars in millions, except per share amounts)
			Three months ended
			12/31/2018			9/30/2018			12/31/2017
Summary of operations
	Net interest income (TE)		$	1,008		$	993		$	952
	Noninterest income		645			609			656
		Total revenue (TE)	1,653			1,602			1,608
	Provision for credit losses		59			62			49
	Noninterest expense		1,012			964			1,098
	Income (loss) from continuing operations attributable to Key		482			482			195
	Income (loss) from discontinued operations, net of taxes ^(a)		2			—			1
	Net income (loss) attributable to Key		484			482			196

	Income (loss) from continuing operations attributable to Key common shareholders		459			468			181
	Income (loss) from discontinued operations, net of taxes ^(a)		2			—			1
	Net income (loss) attributable to Key common shareholders		461			468			182

Per common share
	Income (loss) from continuing operations attributable to Key common shareholders		$	.45		$	.45		$	.17
	Income (loss) from discontinued operations, net of taxes ^(a)		—			—			—
	Net income (loss) attributable to Key common shareholders ^(b)		.45			.45			.17

	Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution		.45			.45			.17
	Income (loss) from discontinued operations, net of taxes — assuming dilution ^(a)		—			—			—
	Net income (loss) attributable to Key common shareholders — assuming dilution ^(b)		.45			.45			.17

	Cash dividends declared		.17			.17			.105
	Book value at period end		13.90			13.33			13.09
	Tangible book value at period end		11.14			10.59			10.35
	Market price at period end		14.78			19.89			20.17

Performance ratios
	From continuing operations:
	Return on average total assets		1.37		%	1.40		%	.57		%
	Return on average common equity		13.07			13.36			5.04
	Return on average tangible common equity ^(c)		16.40			16.81			6.35
	Net interest margin (TE)		3.16			3.18			3.09
	Cash efficiency ratio ^(c)		59.9			58.7			66.7

	From consolidated operations:
	Return on average total assets		1.37		%	1.39		%	.57		%
	Return on average common equity		13.13			13.36			5.07
	Return on average tangible common equity ^(c)		16.47			16.81			6.39
	Net interest margin (TE)		3.14			3.16			3.07
	Loan to deposit ^(d)		85.6			87.0			84.4

Capital ratios at period end
	Key shareholders’ equity to assets		11.17		%	10.96		%	10.91		%
	Key common shareholders’ equity to assets		10.15			9.93			10.17
	Tangible common equity to tangible assets ^(c)		8.30			8.05			8.23
	Common Equity Tier 1 ^(e)		9.92			9.95			10.16
	Tier 1 risk-based capital ^(e)		11.07			11.11			11.01
	Total risk-based capital ^(e)		12.88			12.99			12.92
	Leverage ^(e)		9.93			10.03			9.73

Asset quality — from continuing operations
	Net loan charge-offs		$	60		$	60		$	52
	Net loan charge-offs to average loans		.27		%	.27		%	.24		%
	Allowance for loan and lease losses		$	883		$	887		$	877
	Allowance for credit losses		946			947			934
	Allowance for loan and lease losses to period-end loans		.99		%	.99		%	1.01		%
	Allowance for credit losses to period-end loans		1.06			1.06			1.08
	Allowance for loan and lease losses to nonperforming loans ^(f)		162.9			137.5			174.4
	Allowance for credit losses to nonperforming loans ^(f)		174.5			146.8			185.7
	Nonperforming loans at period-end ^(f)		$	542		$	645		$	503
	Nonperforming assets at period-end ^(f)		577			674			534
	Nonperforming loans to period-end portfolio loans ^(f)		.61		%	.72		%	.58		%
	Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets ^(f)		.64			.75			.62

Trust assets
	Assets under management		$	36,775		$	40,575		$	39,588

Other data
	Average full-time equivalent employees		17,664			18,150			18,379
	Branches		1,159			1,166			1,197

Taxable-equivalent adjustment			$	8		$	7		$	14

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 12



Financial Highlights (continued)
(dollars in millions, except per share amounts)
		Twelve months ended
		12/31/2018			12/31/2017
Summary of operations
	Net interest income (TE)	$	3,940		$	3,830
	Noninterest income	2,515			2,478
	Total revenue (TE)	6,455			6,308
	Provision for credit losses	246			229
	Noninterest expense	3,975			4,098
	Income (loss) from continuing operations attributable to Key	1,859			1,289
	Income (loss) from discontinued operations, net of taxes ^(a)	7			7
	Net income (loss) attributable to Key	1,866			1,296

	Income (loss) from continuing operations attributable to Key common shareholders	$	1,793		$	1,219
	Income (loss) from discontinued operations, net of taxes ^(a)	7			7
	Net income (loss) attributable to Key common shareholders	1,800			1,226

Per common share
	Income (loss) from continuing operations attributable to Key common shareholders	$	1.72		$	1.13
	Income (loss) from discontinued operations, net of taxes ^(a)	.01			.01
	Net income (loss) attributable to Key common shareholders ^(b)	1.73			1.14

	Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution	1.70			1.12
	Income (loss) from discontinued operations, net of taxes — assuming dilution ^(a)	.01			.01
	Net income (loss) attributable to Key common shareholders — assuming dilution ^(b)	1.71			1.13

	Cash dividends paid	.565			.38

Performance ratios
	From continuing operations:
	Return on average total assets	1.36		%	.96		%
	Return on average common equity	12.88			8.65
	Return on average tangible common equity ^(c)	16.22			10.84
	Net interest margin (TE)	3.17			3.17
	Cash efficiency ratio ^(c)	60.0			63.5

	From consolidated operations:
	Return on average total assets	1.35		%	.96		%
	Return on average common equity	12.93			8.70
	Return on average tangible common equity ^(c)	16.28			10.90
	Net interest margin (TE)	3.15			3.15

Asset quality — from continuing operations
	Net loan charge-offs	$	234		$	208
	Net loan charge-offs to average total loans	.26		%	.24		%

Other data
	Average full-time equivalent employees	18,180			18,415

Taxable-equivalent adjustment		31			53

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” 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.

December 31, 2018 , ratio is estimated.

Nonperforming loan balances exclude $575 million , $606 million , and $738 million of purchased credit impaired loans at December 31, 2018 , September 30, 2018 , and December 31, 2017 , respectively.

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 13

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,” 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.

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.

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. Management believes this ratio provide greater consistency and comparability between Key’s results and those of its peer banks. Additionally, this ratio is 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									Twelve months ended
	12/31/2018			9/30/2018			12/31/2017			12/31/2018			12/31/2017
Tangible common equity to tangible assets at period-end
Key shareholders’ equity (GAAP)	$	15,595		$	15,208		$	15,023
Less: Intangible assets ^(a)	2,818			2,838			2,928
Preferred Stock ^(b)	1,421			1,421			1,009
Tangible common equity (non-GAAP)	$	11,356		$	10,949		$	11,086
Total assets (GAAP)	$	139,613		$	138,805		$	137,698
Less: Intangible assets ^(a)	2,818			2,838			2,928
Tangible assets (non-GAAP)	$	136,795		$	135,967		$	134,770
Tangible common equity to tangible assets ratio (non-GAAP)	8.30		%	8.05		%	8.23		%
Pre-provision net revenue
Net interest income (GAAP)	$	1,000		$	986		$	938		$	3,909		$	3,777
Plus: Taxable-equivalent adjustment	8			7			14			31			53
Noninterest income	645			609			656			2,515			2,478
Less: Noninterest expense	1,012			964			1,098			3,975			4,098
Pre-provision net revenue from continuing operations (non-GAAP)	$	641		$	638		$	510		$	2,480		$	2,210
Average tangible common equity
Average Key shareholders' equity (GAAP)	$	15,384		$	15,210		$	15,268		$	15,131		$	15,224
Less: Intangible assets (average) ^(c)	2,828			2,848			2,939			2,869			2,837
Preferred stock (average)	1,450			1,316			1,025			1,205			1,137
Average tangible common equity (non-GAAP)	$	11,106		$	11,046		$	11,304		$	11,057		$	11,250
Return on average tangible common equity from continuing operations
Net income (loss) from continuing operations attributable to Key common shareholders (GAAP)	$	459		$	468		$	181		$	1,793		$	1,219
Average tangible common equity (non-GAAP)	11,106			11,046			11,304			11,057			11,250

Return on average tangible common equity from continuing operations (non-GAAP)	16.40		%	16.81		%	6.35		%	16.22		%	10.84		%
Return on average tangible common equity consolidated
Net income (loss) attributable to Key common shareholders (GAAP)	$	461		$	468		$	182		$	1,800		$	1,226
Average tangible common equity (non-GAAP)	11,106			11,046			11,304			11,057			11,250

Return on average tangible common equity consolidated (non-GAAP)	16.47		%	16.81		%	6.39		%	16.28		%	10.90		%
Cash efficiency ratio
Noninterest expense (GAAP)	$	1,012		$	964		$	1,098		$	3,975		$	4,098
Less: Intangible asset amortization	22			23			26			99			95
Adjusted noninterest expense (non-GAAP)	$	990		$	941		$	1,072		$	3,876		$	4,003

Net interest income (GAAP)	$	1,000		$	986		$	938		$	3,909		$	3,777
Plus: Taxable-equivalent adjustment	8			7			14			31			53
Noninterest income	645			609			656			2,515			2,478
Total taxable-equivalent revenue (non-GAAP)	$	1,653		$	1,602		$	1,608		$	6,455		$	6,308

Cash efficiency ratio (non-GAAP)	59.9		%	58.7		%	66.7		%	60.0		%	63.5		%

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 14



GAAP to Non-GAAP Reconciliations (continued)
(dollars in millions)
			Three months ended
			12/31/2018
Common Equity Tier 1 under the Regulatory Capital Rules (“RCR”) (estimates)
	Common Equity Tier 1 under current RCR		$	12,273
	Adjustments from current RCR to the fully phased-in RCR:
		Deferred tax assets and other intangible assets ^(d)	—
		Common Equity Tier 1 anticipated under the fully phased-in RCR ^(e)	$	12,273

	Net risk-weighted assets under current RCR		$	123,719
	Adjustments from current RCR to the fully phased-in RCR:
		Mortgage servicing assets ^(f)	809
		Deferred tax assets	276
		All other assets	—
		Total risk-weighted assets anticipated under the fully phased-in RCR ^(e)	$	124,804

	Common Equity Tier 1 ratio under the fully phased-in RCR ^(e)		9.83		%

For the three months ended December 31, 2018 , September 30, 2018 , and December 31, 2017 , intangible assets exclude $14 million , $17 million , and $26 million , respectively, of period-end purchased credit card receivables.

Net of capital surplus.

For the three months ended December 31, 2018 , September 30, 2018 , and December 31, 2017 , average intangible assets exclude $15 million , $18 million , and $28 million , respectively, of average purchased credit card receivables. For the twelve months ended December 31, 2018 , and December 31, 2017 , average intangible assets exclude $20 million and $34 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 (fully phased-in); 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

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 15



Consolidated Balance Sheets
(dollars in millions)

			12/31/2018			9/30/2018			12/31/2017
Assets
	Loans		$	89,552		$	89,268		$	86,405
	Loans held for sale		1,227			1,618			1,107
	Securities available for sale		19,428			18,341			18,139
	Held-to-maturity securities		11,519			11,869			11,830
	Trading account assets		849			958			836
	Short-term investments		2,562			2,272			4,447
	Other investments		666			681			726
		Total earning assets	125,803			125,007			123,490
	Allowance for loan and lease losses		(883		)	(887		)	(877		)
	Cash and due from banks		678			319			671
	Premises and equipment		882			891			930
	Operating lease assets		993			930			821
	Goodwill		2,516			2,516			2,538
	Other intangible assets		316			338			416
	Corporate-owned life insurance		4,171			4,156			4,132
	Accrued income and other assets		4,037			4,378			4,237
	Discontinued assets		1,100			1,157			1,340
		Total assets	$	139,613		138,805			137,698

Liabilities
	Deposits in domestic offices:
		NOW and money market deposit accounts	$	59,918		$	57,219		$	53,627
		Savings deposits	4,854			4,948			6,296
		Certificates of deposit ($100,000 or more)	7,913			8,453			6,849
		Other time deposits	5,332			5,130			4,798
		Total interest-bearing deposits	78,017			75,750			71,570
		Noninterest-bearing deposits	29,292			30,030			33,665
		Total deposits	107,309			105,780			105,235
	Federal funds purchased and securities sold under repurchase agreements		319			1,285			377
	Bank notes and other short-term borrowings		544			637			634
	Accrued expense and other liabilities		2,113			2,044			2,094
	Long-term debt		13,732			13,849			14,333
		Total liabilities	124,017			123,595			122,673

Equity
	Preferred stock		1,450			1,450			1,025
	Common shares		1,257			1,257			1,257
	Capital surplus		6,331			6,315			6,335
	Retained earnings		11,556			11,262			10,335
	Treasury stock, at cost		(4,181		)	(3,910		)	(3,150		)
	Accumulated other comprehensive income (loss)		(818		)	(1,166		)	(779		)
		Key shareholders’ equity	15,595			15,208			15,023
	Noncontrolling interests		1			2			2
		Total equity	15,596			15,210			15,025
Total liabilities and equity			$	139,613		$	138,805		$	137,698

Common shares outstanding (000)			1,019,503			1,034,287			1,069,084

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 16



Consolidated Statements of Income
(dollars in millions, except per share amounts)
			Three months ended						Twelve months ended
			12/31/2018		9/30/2018		12/31/2017		12/31/2018		12/31/2017
Interest income
	Loans		$	1,058	$	1,025	$	924	$	4,023	$	3,677
	Loans held for sale		26		12		13		66		52
	Securities available for sale		115		102		93		409		369
	Held-to-maturity securities		71		72		61		284		222
	Trading account assets		8		7		6		29		27
	Short-term investments		15		15		12		46		26
	Other investments		4		6		5		21		17
		Total interest income	1,297		1,239		1,114		4,878		4,390
Interest expense
	Deposits		174		140		82		517		278
	Federal funds purchased and securities sold under repurchase agreements		1		1		—		11		1
	Bank notes and other short-term borrowings		4		4		3		21		15
	Long-term debt		118		108		91		420		319
		Total interest expense	297		253		176		969		613
Net interest income			1,000		986		938		3,909		3,777
Provision for credit losses			59		62		49		246		229
Net interest income after provision for credit losses			941		924		889		3,663		3,548
Noninterest income
	Trust and investment services income		121		117		131		499		535
	Investment banking and debt placement fees		186		166		200		650		603
	Service charges on deposit accounts		84		85		89		349		357
	Operating lease income and other leasing gains		28		35		27		89		96
	Corporate services income		58		52		56		233		219
	Cards and payments income		68		69		77		270		287
	Corporate-owned life insurance income		39		34		37		137		131
	Consumer mortgage income		7		9		7		30		26
	Mortgage servicing fees		21		19		17		82		71
	Other income ^(a)		33		23		15		176		153
		Total noninterest income	645		609		656		2,515		2,478
Noninterest expense
	Personnel		576		553		609		2,309		2,278
	Net occupancy		75		76		92		308		331
	Computer processing		55		52		54		210		225
	Business services and professional fees		49		43		52		184		192
	Equipment		26		27		31		105		114
	Operating lease expense		32		31		28		120		92
	Marketing		25		26		35		102		120
	FDIC assessment		9		21		20		72		82
	Intangible asset amortization		22		23		26		99		95
	OREO expense, net		1		3		3		6		11
	Other expense		142		109		148		460		558
		Total noninterest expense	1,012		964		1,098		3,975		4,098
Income (loss) from continuing operations before income taxes			574		569		447		2,203		1,928
	Income taxes		92		87		251		344		637
Income (loss) from continuing operations			482		482		196		1,859		1,291
	Income (loss) from discontinued operations, net of taxes		2		—		1		7		7
Net income (loss)			484		482		197		1,866		1,298
	Less: Net income (loss) attributable to noncontrolling interests		—		—		1		—		2
Net income (loss) attributable to Key			$	484	$	482	$	196	$	1,866	$	1,296

Income (loss) from continuing operations attributable to Key common shareholders			$	459	$	468	$	181	$	1,793	$	1,219
Net income (loss) attributable to Key common shareholders			461		468		182		1,800		1,226
Per common share
Income (loss) from continuing operations attributable to Key common shareholders			$	.45	$	.45	$	.17	$	1.72	$	1.13
Income (loss) from discontinued operations, net of taxes			—		—		—		.01		.01
Net income (loss) attributable to Key common shareholders ^(b)			.45		.45		.17		1.73		1.14
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders			$	.45	$	.45	$	.17	$	1.70	$	1.12
Income (loss) from discontinued operations, net of taxes			—		—		—		.01		.01
Net income (loss) attributable to Key common shareholders ^(b)			.45		.45		.17		1.71		1.13

Cash dividends declared per common share			$	.17	$	.17	$	.105	$	.565	$	.38

Weighted-average common shares outstanding (000)			1,018,614		1,036,480		1,062,348		1,040,890		1,072,077
	Effect of common share options and other stock awards		11,803		13,497		16,982		13,792		16,515
Weighted-average common shares and potential common shares outstanding (000) ^(c)			1,030,417		1,049,976		1,079,330		1,054,682		1,088,593

For the three months ended December 31, 2018 , September 30, 2018 , and December 31, 2017 , net securities gains (losses) totaled less than $1 million. For the three months ended December 31, 2018 , September 30, 2018 , and December 31, 2017 , Key did not have any impairment losses related to securities.

Earnings per share may not foot due to rounding.

Assumes conversion of common share options and other stock awards, as applicable.

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 17



Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(dollars in millions)
		Fourth Quarter 2018						Third Quarter 2018						Fourth Quarter 2017
		Average				Yield/		Average				Yield/		Average				Yield/
		Balance			Interest ^(a)	Rate ^(a)		Balance			Interest ^(a)	Rate ^(a)		Balance			Interest ^(a)	Rate ^(a)
Assets
	Loans: ^{(b), (c)}
	Commercial and industrial ^(d)	$	45,129		512	4.51	%	$	44,749		495	4.39	%	$	41,289		417	4.01	%
	Real estate — commercial mortgage	14,656			185	5.03		14,268			176	4.89		14,386			167	4.60
	Real estate — construction	1,761			23	5.26		1,759			22	5.05		1,967			23	4.55
	Commercial lease financing	4,482			43	3.79		4,444			43	3.88		4,687			45	3.86
	Total commercial loans	66,028			763	4.59		65,220			736	4.49		62,329			652	4.15
	Real estate — residential mortgage	5,496			54	3.97		5,466			55	3.99		5,474			54	3.95
	Home equity loans	11,234			141	4.96		11,415			137	4.80		12,128			134	4.39
	Consumer direct loans	1,806			36	7.87		1,789			35	7.71		1,782			32	7.15
	Credit cards	1,112			33	11.61		1,095			32	11.43		1,061			30	11.14
	Consumer indirect loans	3,612			39	4.28		3,482			37	4.25		3,232			36	4.42
	Total consumer loans	23,260			303	5.16		23,247			296	5.06		23,677			286	4.80
	Total loans	89,288			1,066	4.74		88,467			1,032	4.64		86,006			938	4.33
	Loans held for sale	2,319			26	4.50		1,117			12	4.59		1,420			13	3.81
	Securities available for sale ^{(b), (e)}	18,626			115	2.38		17,631			102	2.22		18,447			93	1.97
	Held-to-maturity securities ^(b)	11,683			71	2.42		12,065			72	2.40		11,121			61	2.20
	Trading account assets	934			8	3.42		787			7	3.37		898			6	2.72
	Short-term investments	2,795			15	2.12		2,928			15	1.93		3,684			12	1.29
	Other investments ^(e)	671			4	2.86		685			6	3.27		725			5	2.80
	Total earning assets	126,316			1,305	4.09		123,680			1,246	3.98		122,301			1,128	3.66
	Allowance for loan and lease losses	(878		)				(886		)				(871		)
	Accrued income and other assets	13,743						13,935						13,825
	Discontinued assets	1,120						1,186						1,358
	Total assets	$	140,301					$	137,915					$	136,613
Liabilities
	NOW and money market deposit accounts	$	59,292		110	.74		$	56,391		82	.58		$	53,601		40	.29
	Savings deposits	4,915			1	.08		5,413			3	.20		6,372			3	.24
	Certificates of deposit ($100,000 or more)	8,217			42	2.02		8,186			38	1.86		6,776			26	1.50
	Other time deposits	5,255			21	1.59		5,026			17	1.40		4,771			13	1.05
	Total interest-bearing deposits	77,679			174	.89		75,016			140	.74		71,520			82	.45
	Federal funds purchased and securities sold under repurchase agreements	281			1	.12		552			1	1.00		360			—	.08
	Bank notes and other short-term borrowings	618			4	3.05		596			4	2.76		693			3	1.72
	Long-term debt ^{(f), (g)}	12,963			118	3.58		12,678			108	3.34		13,140			91	2.76
	Total interest-bearing liabilities	91,541			297	1.28		88,842			253	1.13		85,713			176	.81
	Noninterest-bearing deposits	30,273						30,610						32,278
	Accrued expense and other liabilities	1,981						2,065						1,994
	Discontinued liabilities ^(g)	1,120						1,186						1,359
	Total liabilities	124,915						122,703						121,344
Equity
	Key shareholders’ equity	15,384						15,210						15,268
	Noncontrolling interests	2						2						1
	Total equity	15,386						15,212						15,269
	Total liabilities and equity	$	140,301					$	137,915					$	136,613
Interest rate spread (TE)						2.81	%					2.85	%					2.85	%
Net interest income (TE) and net interest margin (TE)					1,008	3.16	%				993	3.18	%				952	3.09	%
TE adjustment ^(b)					8						7						14
	Net interest income, GAAP basis				1,000						986						938

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 21% for the three months ended December 31, 2018 , and September 30, 2018 , and 35% for the three months ended December 31, 2017 .

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

Commercial and industrial average balances include $132 million , $128 million , and $119 million of assets from commercial credit cards for the three months ended December 31, 2018 , September 30, 2018 , and December 31, 2017 , 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 Fourth Quarter 2018 Profit

January 17, 2019

Page 18




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

		Twelve months ended December 31, 2018							Twelve months ended December 31, 2017
		Average					Yield/		Average					Yield/
		Balance			Interest ^(a)		Rate ^(a)		Balance			Interest ^(a)		Rate ^(a)
Assets
	Loans: ^{(b), (c)}
	Commercial and industrial ^(d)	$	44,418		$	1,926	4.34	%	$	40,848		$	1,613	3.95	%
	Real estate — commercial mortgage	14,267			698		4.90		14,878			687		4.62
	Real estate — construction	1,816			90		4.97		2,143			103		4.78
	Commercial lease financing	4,534			168		3.70		4,677			185		3.96
	Total commercial loans	65,035			2,882		4.43		62,546			2,588		4.14
	Real estate — residential mortgage	5,473			217		3.97		5,499			214		3.89
	Home equity loans	11,530			547		4.74		12,380			536		4.33
	Consumer direct loans	1,782			137		7.66		1,765			126		7.12
	Credit cards	1,092			125		11.40		1,055			118		11.15
	Consumer indirect loans	3,426			146		4.27		3,120			148		4.75
	Total consumer loans	23,303			1,172		5.03		23,819			1,142		4.79
	Total loans	88,338			4,054		4.59		86,365			3,730		4.32
	Loans held for sale	1,501			66		4.43		1,325			52		3.96
	Securities available for sale ^{(b), (e)}	17,898			409		2.20		18,548			369		1.96
	Held-to-maturity securities ^(b)	12,003			284		2.37		10,515			222		2.11
	Trading account assets	893			29		3.25		949			27		2.81
	Short-term investments	2,450			46		1.86		2,363			26		1.11
	Other investments ^(e)	697			21		3.04		712			17		2.35
	Total earning assets	123,780			4,909		3.94		120,777			4,443		3.67
	Allowance for loan and lease losses	(878		)					(865		)
	Accrued income and other assets	13,910							13,807
	Discontinued assets	1,212							1,448
	Total assets	$	138,024						$	135,167
Liabilities
	NOW and money market deposit accounts	$	56,001		297		.53		$	54,032		143		.26
	Savings deposits	5,704			14		.24		6,569			13		.20
	Certificates of deposit ($100,000 or more)	7,728			139		1.80		6,233			82		1.31
	Other time deposits	5,025			67		1.34		4,698			40		.85
	Total interest-bearing deposits	74,458			517		.69		71,532			278		.39
	Federal funds purchased and securities sold under repurchase agreements	928			11		1.14		517			1		.24
	Bank notes and other short-term borrowings	915			21		2.34		1,140			15		1.34
	Long-term debt ^{(f), (g)}	12,715			420		3.27		11,921			319		2.69
	Total interest-bearing liabilities	89,016			969		1.09		85,110			613		.72
	Noninterest-bearing deposits	30,593							31,414
	Accrued expense and other liabilities	2,071							1,970
	Discontinued liabilities ^(g)	1,212							1,448
	Total liabilities	122,892							119,942
Equity
	Key shareholders’ equity	15,131							15,224
	Noncontrolling interests	1							1
	Total equity	15,132							15,225
	Total liabilities and equity	$	138,024						$	135,167
Interest rate spread (TE)							2.85	%						2.95	%
Net interest income (TE) and net interest margin (TE)					3,940		3.17	%				3,830		3.17	%
TE adjustment ^(b)					31							53
	Net interest income, GAAP basis				$	3,909						$	3,777

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 21% and 35% for the twelve months ended December 31, 2018 , and December 31, 2017 , respectively.

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

Commercial and industrial average balances include $126 million and $117 million of assets from commercial credit cards for the twelve months ended December 31, 2018 , and December 31, 2017 , respectively.

Yield is calculated on the basis of amortized cost.

Rate calculation excludes basis adjustments related to fair value hedges.

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

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 19



Noninterest Expense
(dollars in millions)

	Three months ended						Twelve months ended
	12/31/2018		9/30/2018		12/31/2017		12/31/2018		12/31/2017
Personnel	$	576	$	553	$	609	$	2,309	$	2,278
Net occupancy	75		76		92		308		331
Computer processing	55		52		54		210		225
Business services and professional fees	49		43		52		184		192
Equipment	26		27		31		105		114
Operating lease expense	32		31		28		120		92
Marketing	25		26		35		102		120
FDIC assessment	9		21		20		72		82
Intangible asset amortization	22		23		26		99		95
OREO expense, net	1		3		3		6		11
Other expense	142		109		148		460		558
Total noninterest expense	$	1,012	$	964	$	1,098	$	3,975	$	4,098
Average full-time equivalent employees ^(b)	17,664		18,150		18,379		18,180		18,415

Additional detail provided in Personnel Expense table below.

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



Personnel Expense
(in millions)

	Three months ended						Twelve months ended
	12/31/2018		9/30/2018		12/31/2017		12/31/2018		12/31/2017
Salaries and contract labor	$	336	$	335	$	346	$	1,351	$	1,341
Incentive and stock-based compensation	139		138		168		569		566
Employee benefits	77		79		91		343		347
Severance	24		1		4		46		24
Total personnel expense	$	576	$	553	$	609	$	2,309	$	2,278



Merger-Related Charges
(in millions)

	Three months ended				Twelve months ended
	12/31/2018	9/30/2018	12/31/2017		12/31/2018	12/31/2017
Personnel	—	—	$	26	—	$	112
Net occupancy	—	—	12		—	14
Business services and professional fees	—	—	3		—	16
Computer processing	—	—	1		—	12
Marketing	—	—	5		—	22
Other nonpersonnel expense	—	—	9		—	41
Total merger-related charges	—	—	$	56	—	$	217

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 20



Loan Composition
(dollars in millions)

							Percent change 12/31/2018 vs
	12/31/2018		9/30/2018		12/31/2017		9/30/2018		12/31/2017
Commercial and industrial ^(a)	$	45,753	$	45,023	$	41,859	1.6	%	9.3	%
Commercial real estate:
Commercial mortgage	14,285		14,716		14,088		(2.9	)	1.4
Construction	1,666		1,763		1,960		(5.5	)	(15.0	)
Total commercial real estate loans	15,951		16,479		16,048		(3.2	)	(.6	)
Commercial lease financing ^(b)	4,606		4,470		4,826		3.0		(4.6	)
Total commercial loans	66,310		65,972		62,733		.5		5.7
Residential — prime loans:
Real estate — residential mortgage	5,513		5,497		5,483		.3		.5
Home equity loans	11,142		11,339		12,028		(1.7	)	(7.4	)
Total residential — prime loans	16,655		16,836		17,511		(1.1	)	(4.9	)
Consumer direct loans	1,809		1,807		1,794		.1		.8
Credit cards	1,144		1,098		1,106		4.2		3.4
Consumer indirect loans	3,634		3,555		3,261		2.2		11.4
Total consumer loans	23,242		23,296		23,672		(.2	)	(1.8	)
Total loans ^(c)	$	89,552	$	89,268	$	86,405	.3	%	3.6	%

Loan balances include $132 million, $129 million, and $119 million of commercial credit card balances at December 31, 2018 , September 30, 2018 , and December 31, 2017 , respectively.

Commercial lease financing includes receivables held as collateral for a secured borrowing of $10 million, $12 million, and $24 million at December 31, 2018 , September 30, 2018 , and December 31, 2017 , respectively. Principal reductions are based on the cash payments received from these related receivables.

Total loans exclude loans of $1.1 billion at December 31, 2018 , $1.1 billion at September 30, 2018 , and $1.3 billion at December 31, 2017 , related to the discontinued operations of the education lending business.



Loans Held for Sale Composition
(dollars in millions)

							Percent change 12/31/2018 vs
	12/31/2018		9/30/2018		12/31/2017		9/30/2018		12/31/2017
Commercial and industrial	$	279	$	97	$	139	187.6	%	100.7	%
Real estate — commercial mortgage	894		1,433		897		(37.6	)	(0.3	)
Commercial lease financing	—		1		—		N/M		N/M
Real estate — residential mortgage	54		87		71		(37.9	)	(23.9	)
Total loans held for sale ^(a)	$	1,227	$	1,618	$	1,107	(24.2	)%	10.8	%

Total loans held for sale include Real estate — residential mortgage loans held for sale at fair value of $54 million at December 31, 2018 , $87 million at September 30, 2018 , and $71 million at December 31, 2017 .

N/M = Not Meaningful



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

	4Q18			3Q18			2Q18			1Q18			4Q17
Balance at beginning of period	$	1,618		$	1,418		$	1,667		$	1,107		$	1,341
New originations	5,057			2,976			2,665			3,280			3,566
Transfers from (to) held to maturity, net	24			4			(4		)	(14		)	(10		)
Loan sales	(5,448		)	(2,491		)	(2,909		)	(2,705		)	(3,783		)
Loan draws (payments), net	(24		)	(289		)	(1		)	(1		)	(7		)
Balance at end of period ^(a)	$	1,227		$	1,618		$	1,418		$	1,667		$	1,107

Total loans held for sale include Real estate — residential mortgage loans held for sale at fair value of $54 million at December 31, 2018 , $87 million at September 30, 2018 , $58 million at June 30, 2018 , $47 million at March 31, 2018 , and $71 million at December 31, 2017 .

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 21



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

	Three months ended									Twelve months ended
	12/31/2018			9/30/2018			12/31/2017			12/31/2018			12/31/2017
Average loans outstanding	$	89,288		$	88,467		$	86,006		$	88,338		$	86,365
Allowance for loan and lease losses at beginning of period	$	887		$	887		$	880		$	877		$	858
Loans charged off:
Commercial and industrial	45			38			32			159			133

Real estate — commercial mortgage	12			6			2			21			11
Real estate — construction	—			—			—			—			2
Total commercial real estate loans	12			6			2			21			13
Commercial lease financing	1			4			5			10			14
Total commercial loans	58			48			39			190			160
Real estate — residential mortgage	—			2			1			3			3
Home equity loans	7			4			7			21			30
Consumer direct loans	9			10			8			36			34
Credit cards	10			10			10			44			44
Consumer indirect loans	8			7			7			30			31
Total consumer loans	34			33			33			134			142
Total loans charged off	92			81			72			324			302
Recoveries:
Commercial and industrial	19			5			8			37			40

Real estate — commercial mortgage	1			1			1			3			2
Real estate — construction	1			—			—			2			1
Total commercial real estate loans	2			1			1			5			3
Commercial lease financing	1			3			1			5			6
Total commercial loans	22			9			10			47			49
Real estate — residential mortgage	—			2			—			2			4
Home equity loans	2			3			3			11			15
Consumer direct loans	2			1			2			7			6
Credit cards	2			2			1			7			5
Consumer indirect loans	4			4			4			16			15
Total consumer loans	10			12			10			43			45
Total recoveries	32			21			20			90			94
Net loan charge-offs	(60		)	(60		)	(52		)	(234		)	(208		)
Provision (credit) for loan and lease losses	56			60			49			240			227
Allowance for loan and lease losses at end of period	$	883		$	887		$	877		$	883		$	877

Liability for credit losses on lending-related commitments at beginning of period	$	60		$	58		$	57		$	57		$	55
Provision (credit) for losses on lending-related commitments	3			2			—			6			2
Liability for credit losses on lending-related commitments at end of period ^(a)	$	63		$	60		$	57		$	63		$	57

Total allowance for credit losses at end of period	$	946		$	947		$	934		$	946		$	934

Net loan charge-offs to average total loans	.27		%	.27		%	.24		%	.26		%	.24		%
Allowance for loan and lease losses to period-end loans	.99			.99			1.01			.99			1.01
Allowance for credit losses to period-end loans	1.06			1.06			1.08			1.06			1.08
Allowance for loan and lease losses to nonperforming loans	162.9			137.5			174.4			162.9			174.4
Allowance for credit losses to nonperforming loans	174.5			146.8			185.7			174.5			185.7

Discontinued operations — education lending business:
Loans charged off	$	4		$	4		$	6		$	15		$	26
Recoveries	1			1			2			5			8
Net loan charge-offs	$	(3	)	$	(3	)	$	(4	)	$	(10	)	$	(18	)

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

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 22



Asset Quality Statistics From Continuing Operations
(dollars in millions)
	4Q18			3Q18			2Q18			1Q18			4Q17
Net loan charge-offs	$	60		$	60		$	60		$	54		$	52
Net loan charge-offs to average total loans	.27		%	.27		%	.27		%	.25		%	.24		%
Allowance for loan and lease losses	$	883		$	887		$	887		$	881		$	877
Allowance for credit losses ^(a)	946			947			945			941			934
Allowance for loan and lease losses to period-end loans	.99		%	.99		%	1.01		%	1.00		%	1.01		%
Allowance for credit losses to period-end loans	1.06			1.06			1.07			1.07			1.08
Allowance for loan and lease losses to nonperforming loans ^(b)	162.9			137.5			162.8			162.8			174.4
Allowance for credit losses to nonperforming loans ^(b)	174.5			146.8			173.4			173.9			185.7
Nonperforming loans at period end ^(b)	$	542		$	645		$	545		$	541		$	503
Nonperforming assets at period end ^(b)	577			674			571			569			534
Nonperforming loans to period-end portfolio loans ^(b)	.61		%	.72		%	.62		%	.61		%	.58		%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets ^(b)	.64			.75			.65			.65			.62

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

Nonperforming loan balances exclude $575 million, $606 million, $629 million, $690 million, and $738 million of purchased credit impaired loans at December 31, 2018 , September 30, 2018 , June 30, 2018 , March 31, 2018 , and December 31, 2017 , respectively.



Summary of Nonperforming Assets and Past Due Loans From Continuing Operations
(dollars in millions)
	12/31/2018			9/30/2018			6/30/2018			3/31/2018			12/31/2017
Commercial and industrial	$	152		$	227		$	178		$	189		$	153

Real estate — commercial mortgage	81			98			42			33			30
Real estate — construction	2			2			2			2			2
Total commercial real estate loans	83			100			44			35			32
Commercial lease financing	9			10			21			5			6
Total commercial loans	244			337			243			229			191
Real estate — residential mortgage	62			62			55			59			58
Home equity loans	210			221			222			229			229
Consumer direct loans	4			4			4			4			4
Credit cards	2			2			2			2			2
Consumer indirect loans	20			19			19			18			19
Total consumer loans	298			308			302			312			312
Total nonperforming loans ^(a)	542			645			545			541			503
OREO	35			28			26			28			31
Other nonperforming assets	—			1			—			—			—
Total nonperforming assets ^(a)	$	577		$	674		$	571		$	569		$	534
Accruing loans past due 90 days or more	112			87			103			82			89
Accruing loans past due 30 through 89 days	312			368			429			305			359
Restructured loans — accruing and nonaccruing ^(b)	399			366			347			317			317
Restructured loans included in nonperforming loans ^(b)	247			211			184			179			189
Nonperforming assets from discontinued operations — education lending business	8			6			6			6			7
Nonperforming loans to period-end portfolio loans ^(a)	.61		%	.72		%	.62		%	.61		%	.58		%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets ^(a)	.64			.75			.65			.65			.62

Restructured loans (i.e., troubled debt restructuring) 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.



Summary of Changes in Nonperforming Loans From Continuing Operations
(in millions)
	4Q18			3Q18			2Q18			1Q18			4Q17
Balance at beginning of period	$	645		$	545		$	541		$	503		$	517
Loans placed on nonaccrual status	103			263			175			182			137
Charge-offs	(92		)	(81		)	(78		)	(70		)	(67		)
Loans sold	(16		)	—			(1		)	—			—
Payments	(53		)	(57		)	(33		)	(29		)	(52		)
Transfers to OREO	(10		)	(5		)	(5		)	(4		)	(8		)
Loans returned to accrual status	(35		)	(20		)	(54		)	(41		)	(24		)
Balance at end of period ^(a)	$	542		$	645		$	545		$	541		$	503

KeyCorp Reports Fourth Quarter 2018 Profit

January 17, 2019

Page 23



Line of Business Results
(dollars in millions)

																Percentage change 4Q18 vs.
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18		4Q17
Key Community Bank
Summary of operations
Total revenue (TE)	$	1,022		$	994		$	997		$	959		$	961		2.8	%	6.3	%
Provision for credit losses	48			43			38			48			57			11.6		(15.8	)
Noninterest expense	633			635			640			653			665			(.3	)	(4.8	)
Net income (loss) attributable to Key	261			241			243			197			152			8.3		71.7
Average loans and leases	47,976			47,862			47,985			47,683			47,408			.2		1.2
Average deposits	84,288			82,259			80,930			79,945			80,352			2.5		4.9
Net loan charge-offs	42			43			34			42			35			(2.3	)	20.0
Net loan charge-offs to average total loans	.35		%	.36		%	.28		%	.36		%	.29		%	N/A		N/A
Nonperforming assets at period end	$	408		$	467		$	468		$	425		$	405		(12.6	)	.7
Return on average allocated equity	21.55		%	19.80		%	20.05		%	16.51		%	12.46		%	N/A		N/A
Average full-time equivalent employees	10,195			10,529			10,619			10,666			10,629			(3.2	)	(4.1	)

Key Corporate Bank
Summary of operations
Total revenue (TE)	$	581		$	574		$	542		$	558		$	605		1.2	%	(4.0	)%
Provision for credit losses	12			20			28			14			(6		)	(40.0	)	N/M
Noninterest expense	329			316			325			312			352			4.1		(6.5	)
Net income (loss) attributable to Key	215			199			167			208			223			8.0		(3.6	)
Average loans and leases	40,438			39,714			39,709			38,257			37,457			1.8		8.0
Average loans held for sale	2,249			1,042			1,299			1,118			1,345			115.8		67.2
Average deposits	21,793			21,056			21,057			20,815			21,558			3.5		1.1
Net loan charge-offs	16			19			26			11			16			(15.8	)	—
Net loan charge-offs to average total loans	.16		%	.19		%	.26		%	.12		%	.17		%	N/A		N/A
Nonperforming assets at period end	$	161		$	196		$	91		$	127		$	109		(17.9	)	47.7
Return on average allocated equity	28.91		%	26.91		%	22.80		%	29.49		%	31.51		%	N/A		N/A
Average full-time equivalent employees	2,486			2,546			2,537			2,543			2,418			(2.4	)	2.8

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

KeyCorp Fourth Quarter 2018 Earnings Review January 17, 2019 Beth E. Mooney Don Kimble Chairman and Vice Chairman and Chief Executive Officer Chief Financial Officer

FORWARD-LOOKING STATEMENTS AND ADDITIONAL INFORMATION This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “seek,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible,” “potential,” “strategy,” “opportunities,” or “trends,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are based on assumptions that involve risks and uncertainties, which are subject to change based on various important factors (some of which are beyond KeyCorp’s control.) Actual results may differ materially from current projections. Actual outcomes may differ materially from those expressed or implied as a result of the factors described under “Forward-looking Statements” and “Risk Factors” in KeyCorp’s Annual Report on Form 10-K for the year ended December 31, 2017 (“Form 10-K”) and in other filings of KeyCorp with the Securities and Exchange Commission (the “SEC”). Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events. For additional information regarding KeyCorp, please refer to our SEC filings available at www.key.com/ir . Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. This presentation also includes certain non-GAAP financial measures related to “tangible common equity,” “cash efficiency ratio,” and certain financial measures excluding notable items, including merger-related charges. Notable items include certain revenue or expense items that may occur in a reporting period in which management does not consider indicative of ongoing financial performance. Management believes it is useful for the investment community to consider financial metrics with and without notable items in order to enable a better understanding of company results, facilitate comparability of period-to-period financial results, and to evaluate and forecast those results. Although Key has procedures in place to ensure that these measures are calculated using the appropriate GAAP or regulatory components, they have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of results under GAAP. For more information on these calculations and to view the reconciliations to the most comparable GAAP measures, please refer to the appendix of this presentation, Figure 2 of our Form 10-K dated December 31, 2017 or Form 10-Q dated September 30, 2018. GAAP: Generally Accepted Accounting Principles 2

2018 – Delivering on Commitments ° 6th consecutive year of positive operating leverage − Record full-year revenue of $6.4 billion − All-time highs in several fee-based businesses, including investment banking and debt placement fees ($650 MM in FY2018) − Expenses remain well-managed; reflect focus on efficiency and investments for growth Driving − Net interest income up 3% from prior year: balance sheet growth and benefit from higher rates Stronger − Loan and deposit growth reflects execution of relationship-based business model within Returns moderate risk profile ° Significant progress on LT financial targets − Cash efficiency ratio and return on tangible common equity improved by >300 bps − Increased ROTCE long-term target range to 16-19% − Progress on $200 MM cost savings initiative ° Maintained strong credit quality and disciplined underwriting standards Strong Risk − Net charge-offs to average loans of .26%; portfolios continue to perform well Management − Nonperforming loans of $542 million at 12/31/18; down >$100 million from 3Q18 ° Maintained strong capital position with CET1 ratio of 9.92% (a) Disciplined Capital ° Common share dividend increased 62% ($.105 to $.17 per common share) in 2018 Management ° $1.1.B (b) of common share repurchases in 2018; $278MM (b) in 4Q18 (a) 12/31/18 ratio is estimated (b) Common share repurchase amount includes repurchases to offset issuances of common shares under our employee compensation plans 3

Strategic Acquisition: Laurel Road Finance Acquisition of online lending platform focused on super prime professionals Transaction Overview Positioned to Outperform ° Acquisition of leading national, digital-first consumer Revisiting 2018 Investor Day Themes lending platform P • Leading digital originations capability Distinctive and front-end customer experience ° Proven end-to-end digital lending platform targeting super- Model • Alignment with Key’s Financial Wellness prime millennials with relationship expansion opportunity focus and relationship strategy ° Business built inside an FDIC regulated bank resulting in P sound risk and compliance culture • Proven model with targeted scale against Targeted defined client set Ï student lending Scale refinance for super-prime millennial Emphasis on strategic partnerships with a growing network ° Ï medical professionals pipeline of >150 affinity groups P ° Origination volume of >$4 billion since inception (2013) Focused • Targeted investments in a streamlined Execution suite of distinctive products Solution Set P Digital Mortgage Disciplined Student • High quality consumer assets Ï Loan Refinance Origination Capital & Risk opportunity to balance Key’s portfolio by Management adding proven consumer lending engine Personal Digital Banking Unsecured Loans Platform P The transaction is subject to customary closing conditions, including Delivering • Sound, profitable growth driving regulatory approvals, and expected to close mid-2019 Results shareholder returns over the long term 4

Financial Review 5

Financial Highlights Continuing operations, unless otherwise noted 4Q18 3Q18 4Q17 LQ ∆ Y/Y ∆ EPS – assuming dilution $ .45 $ .45 $ .17 - N/M EPS – excl. notable items (a), (b) .48 .45 .36 7 % 33 % (a) Cash efficiency ratio 59.9 % 58.7 % 66.7 % 120 bps (680) bps Cash efficiency –excl. notable items (a), (b) 57.4 58.7 61.3 (130) (390) Profitability Return on average tangible common equity (a) 16.4 16.8 6.4 (41) N/M ROTCE – excl. notable items (a), (b) 17.5 16.8 13.6 69 388 Return on average total assets 1.37 1.40 .57 (3) 80 Net interest margin 3.16 3.18 3.09 (2) 7 Common Equity Tier 1(d) 9.92 % 9.95 % 10.16 % (3) bps (24) bps Capital (c) Tier 1 risk-based capital (d) 11.07 11.11 11.01 (4) 6 Tangible common equity to tangible assets (a) 8.30 8.05 8.23 25 7 NCOs to average loans .27 % .27 % .24 % - 3 bps Asset NPLs to EOP portfolio loans (e) .61 .72 .58 (11) bps 3 Quality Allowance for loan and lease losses to EOP loans .99 .99 1.01 - (2) EOP = End of Period (d) 12/31/18 ratios are estimated (a) Non-GAAP measure: see Appendix for reconciliation (e) Nonperforming loan balances exclude $575 million, $606 million, and (b) Excludes notable items; see Appendix for detail and reconciliations $738 million of purchased credit impaired loans at December 31, 2018, 6 (c) From consolidated operations September 30, 2018, and December 31, 2017, respectively

Loans Total Average Loans Highlights $ in billions vs. Prior Year $89 $90 $86 ° Average loans up 4% from 4Q17 – C&I balances up 9% driven by broad-based growth with middle-market clients $80 – Home equity loans continue to be impacted by market trends vs. Prior Quarter $70 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 ° Average loans up 1% from 3Q18 – Strength in CRE and C&I driven by execution Average C&I Loans of relationship business model in targeted areas and industry verticals $ in billions $50 $45 $41 $40 $30 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 7

Deposits Average Deposits Highlights $ in billions ° Deposit cost up 11 bps from 3Q18, reflecting: $110 1.00% $108 – Higher interest rates and beta $104 .80% – Continued migration of portfolio into higher-yielding products $100 .60% .64% ° Strong and stable deposit base .40% – 28% noninterest-bearing $90 – ~65% stable retail and low-cost escrow .31% .20% vs. Prior Year $80 .00% 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 ° Average deposits up 4% from 4Q17 Total average deposits Cost of total deposits ° Continued mix shift to higher-yielding deposit products 4Q18 Average Deposit Mix ° Strength in retail banking franchise and growth $ in billions from commercial relationships $13.5 vs. Prior Quarter $4.9 $30.3 39% ° Average deposit balances up 2% from 3Q18 61% ° Penetration of existing retail and commercial $59.3 relationships ° Short-term and seasonal deposit inflows Noninterest-bearing Consumer (a) NOW and MMDA Commercial and corporate Savings CDs and other time deposits 8 (a) Consumer includes retail banking, small business, and private banking

Net Interest Income and Margin Net Interest Income & Net Interest Margin Trend (TE) Highlights $ in millions; continuing operations ° Excluding PAA, 4Q18 net interest income was $23 $1,008 $1,000 $38 $952 4.0% $985 MM and net interest margin was 3.09% $800 vs. Prior Year 3.5% $600 ° Net interest income up $71 MM, or 8%, from 3.16% 3.09% 4Q17, excl. PAA $400 3.09% 3.0% – Largely driven by higher interest rates and $200 2.97% earning asset growth $0 2.5% vs. Prior Quarter 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 Net interest income (TE), excl. PAA Reported NIM (TE) ° Net interest income up $18 MM, or 2%, from Purchase accounting accretion (PAA) x NIM (TE); excl. PAA 3Q18, excl. PAA – Reflects earning asset growth and higher loan fees – Partially offset by higher deposit betas 4Q17 1Q18 2Q18 3Q18 4Q18 NIM – reported 3.09% 3.15% 3.19% 3.18% 3.16% PAA .12 .11 .09 .09 .07 NIM Change vs. Prior Quarter 3Q18: 3.18% 2.97% 3.04% 3.10% 3.09% 3.09% NIM – excl. PAA PAA (4Q vs. 3Q) (.02) NII – reported ($MM) $ 952 $ 952 $ 987 $993 $1,008 Earning asset growth .01 PAA 38 33 28 26 23 (a) Other (.01) NII – excl. PAA $914 $919 $959 $967 $985 Total change (.02) 4Q18: 3.16% TE = Taxable equivalent PAA = Purchase accounting accretion 9 (a) 4Q18 purchase accounting accretion of $23 MM is made up of $16 MM related to contractual maturities and $7 MM related to prepayments

Noninterest Income Noninterest Income Highlights $ in millions up / (down) 4Q18 vs. 4Q17 vs. 3Q18 vs. Prior Year Trust and investment services income $ 121 $ (10) $ 4 ° Noninterest income down $11 MM (-2%) from 4Q17 Investment banking and debt 186 (14) 20 placement fees ° Trust and investment services income lower, Service charges on deposit accounts 84 (5) (1) primarily related to the sale of Key’s insurance Operating lease income and other 28 1 (7) business leasing gains ° Deposit service charges and cards and payments Corporate services income 58 2 6 income impacted by revenue recognition changes Cards and payments income 68 (9) (1) ° Lower investment banking and debt placement Corporate-owned life insurance 39 2 5 fees (record quarter in 4Q17) Consumer mortgage income 7 -- (2) Mortgage servicing fees 21 4 2 Other income 33 18 10 vs. Prior Quarter Total noninterest income $ 645 $ (11) $ 36 ° Noninterest income up $36 MM (+6%) from 3Q18 ° Investment banking and debt placement fees up $20 MM related to strength in commercial mortgage and advisory fees ° Growth in corporate services income from strong derivatives and trading 10

Noninterest Expense Noninterest Expense Highlights $ in millions up / (down) 4Q18 vs. 4Q17 vs. 3Q18 vs. Prior Year Personnel $ 576 $ (33) $ 23 ° Noninterest expense down $86 MM, or 8% (down Net occupancy 75 (17) (1) $42 MM excl. notable items) Computer processing 55 1 3 ° Personnel expense reflects: Business services, professional 49 (3) 6 fees − Lower incentive compensation (IBDP) Equipment 26 (5) (1) − Lower employee benefits (tax reform in 4Q17) − Higher severance (efficiency initiative expenses) Operating lease expense 32 4 1 Marketing 25 (10) (1) ° Lower net occupancy & marketing expense FDIC assessment 9 (11) (12) (merger-related charges in 4Q17) Intangible asset amortization 22 (4) (1) ° Lower FDIC assessment reflecting elimination of OREO expense, net 1 (2) (2) quarterly surcharge Other expense 142 (6) 33 vs. Prior Quarter Total noninterest expense $ 1,012 $ (86) $ 48 ° Noninterest expense up $48 MM, or 5% (up $7 MM excl. notable items) Notable items: ° Personnel expense up $23 MM, largely related to $ in millions 4Q18 4Q17 3Q18 efficiency initiative expenses Merger-related charges - $56 - ° Increase in other expense includes pension Impact of tax reform and related actions - 29 - settlement charge Efficiency initiative expenses $24 - ° FDIC assessment decline of $12 MM from Pension settlement charge 17 - - elimination of quarterly surcharge $41 $85 - 11

Credit Quality Net Charge-offs & Provision for Credit Losses Allowance for Loan and Lease Losses $ in millions 4Q18 allowance for loan losses to period-end loans of .99% $100 1.00% $900 $877 $883 250% .80% $75 200% $60 $59 .60% $800 $52 $49 $50 174% 150% 163% .40% 100% $700 $25 .27% .20% 50% .24% $0 .00% $600 0% 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 NCOs Provision for credit NCOs to average loans Allowance for loan Allowance for loan and losses and lease losses lease losses to NPLs Nonperforming Loans (a) Acquired Loans $ in millions $ in millions NPLs down > $100MM from 3Q18 $800 2.00% $100 1.00% 1.60% $600 $503 $542 $80 .80% $80 1.20% $72 $73 $71 $68 $400 .60% .58% .61% .80% $60 $200 .50% .52% .53% .40% .40% .45% .48% $0 .00% $40 .20% 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 4Q17 1Q18 2Q18 3Q18 4Q18 NPLs NPLs to period-end loans Allowance for Acquired loan allowance to acquired loans period-end acquired loans NCO = Net charge-off (a) Nonperforming loan balances exclude $575 million and $738 million of purchased credit impaired loans at December 31, 2018, and 12 December 31, 2017, respectively

Capital Common Equity Tier 1 (a) Highlights 12.00% ° Strong capital position with Common Equity Tier 1 ratio of 9.92% (a) at 12/31/2018 10.16% 9.92% 10.00% ° Increased common share dividend by 62% (from $0.105 to $0.17 per quarter) from 4Q17 8.00% ° Repurchased $278 MM (c) in common shares during 4Q18 6.00% 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 Tangible Common Equity to Tangible Assets (b) Quarterly Common Share Dividend 10.00% $0.20 +62% 4Q18 vs. 4Q17 8.23% 8.30% $.17 7.50% $0.16 5.00% $0.12 $.105 2.50% $0.08 0.00% $0.04 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 (a) 12/31/18 ratios are estimated (b) Non-GAAP measure: see Appendix for reconciliation 13 (c) Common share repurchase amount includes repurchases to offset issuances of common shares under our employee compensation plans

FY2019 Outlook & Long-term Targets FY 2019 Average Balance • Loans: average balances in the range of $90 B - $91 B Sheet • Deposits: average balances in the range of $108 B - $109 B Net Interest Income • Net interest income expected to be in the range of $4.0 B - $4.1 B (TE) • Outlook assumes no interest rate increases in 2019 Noninterest Income • Expected to be in the range of $2.5 B - $2.6 B Noninterest • Expected to be in the range of $3.85 B - $3.95 B − Includes realization of $200 MM run-rate cost savings in 2H19 Expense − Achieve cash efficiency ratio target of 54 - 56% by 2H19 • Net charge-offs to average loans below targeted range of 40 - 60 bps Credit Quality • Provision expected to slightly exceed net charge-offs Taxes • GAAP tax rate in the range of 18% - 19% Note: 2019 Outlook includes the impact of the mid-year acquisition of Laurel Road Long-term Targets Positive operating Cash efficiency ratio: Moderate risk profile: ROTCE: Net charge-offs to avg. loans leverage 54% - 56% 16 - 19% targeted range of 40-60 bps 14

Appendix 15

Loan Portfolio Detail, at 12/31/18 Total Loans Commercial Loans $ in billions 12/31/18 % of total Diversified Portfolio by Industry loans Total commercial loans: Utilities Agriculture Commercial and industrial $ 45.8 51 Automotive Transportation Business Products Commercial real estate 16.0 18 Technology Media Business Services C&I CRE And Telecom Chemicals Commercial lease financing$40 4.6$18 5 Construction Total Commercial $ 66.3 74 Consumer Discretionary Residential mortgage 5.5 6 Real Estate Home equity 11.1 12 Consumer Services Consumer direct 1.8 2 Equipment Credit card 1.1 1 Public Sector Consumer indirect 3.6 4 Finance Other Total Consumer $ 23.2 26 Oil And Gas Materials/ Extraction Metals And Mining Home Equity Commercial Real Estate 2008/ Outstanding Average Average prior Balances Loan Size FICO Construction vintage ° Focused on relationships with CRE owners First lien $ 6,606 59 % $ 71,202 773 16 % Second lien 4,536 41 46,479 772 29 ° Aligned with targeted industry verticals Total home equity $ 11,142 ° Primarily commercial mortgage; selective approach to construction ° Combined weighted-average LTV at Commercial mortgage origination: 70% Fixed ° Criticized non-accruals: 0.6% of period- 58% 90% Variable 47% end balances (a) 53% ° $563 million in lines outstanding (7.7% of the home equity lines) come to end of draw period by 4Q20 12/31/2008 12/31/2018 Tables may not foot due to rounding 16 (a) Loan and lease outstandings; excludes purchase credit impaired loans from the First Niagara acquisition

Investment Portfolio Average Total Investment Securities Highlights $ in billions ° Portfolio composed primarily of GNMA and GSE- $32.0 $29.6 $30.3 2.50% backed MBS and CMOs $24.0 2.39% 2.25% ‒ Primarily fixed rate 2.06% ‒ GNMA 45% of 4Q18 average balances $16.0 2.00% ° Portfolio used for funding and liquidity $8.0 1.75% management: ‒ Securities cash flows of $1.1 billion in 4Q18 $0.0 1.50% 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 – Reinvesting cash flows into High Quality Liquid Assets Average AFS securities Average yield (a) Average HTM securities ° Replaced cash flows at higher yields during 4Q18 Securities to Total Assets (b) − Yield on new investments ~135 bps higher than maturities (In 1Q19 continue to replace 25% maturing investments with new investments at ~100 bps yield increase) 22% 22% − Portfolio yield has increased 33 bps from 20% prior year ° Portfolio average life of 4.9 years and duration of 15% 4.1 years at 12/31/2018 10% 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 (a) Yield is calculated on the basis of amortized cost 17 (b) Includes end-of-period held-to-maturity securities at amortized cost and available-for-sale securities at fair value

Asset & Liability Management Positioning Moderate asset sensitivity supports strong, stable net interest margin Business and Balance Sheet Highlights Positioning • Strong, low-cost deposit base • Actively hedging to reduce current and future – $78 B interest-bearing deposits at 89 bps exposure to declining rates – $30 B noninterest-bearing deposits – $4.75 B in interest rate floors purchased in 3Q18 offer immediate protection – Cumulative interest-bearing deposit beta of 33% – Executed ~$3 B in forward starting interest rate swaps in 4Q18 – ~65% stable retail and low-cost escrow to manage down exposure to interest rates – >85% from markets where Key maintains Top 5 deposit or branch share • Shifting asset sensitivity as the pace of rate increases and economic growth slows • Relationship-oriented lending franchise – Lower level of exposure due to a more balanced rate outlook – Distinctive commercial capabilities drive C&I loan growth and ~70% floating-rate loan mix – Shorter duration loan and investment portfolios provide opportunity for continued benefit to higher rates – Higher deposit betas have reduced the benefit to rising short • Disciplined balance sheet management with term interest rates recurring re-investment opportunities – $31 B securities portfolio is >99% government-guaranteed and generates ~$400 MM cash flows per month Modest asset sensitive position: – Discretionary hedge activities help moderate interest rate risk NII impact of +2.8% for a 200 bps increase over 12 months exposure and lock in spreads on new business NII impact of -2.3% for a 100 bps decrease over 12 months Each 25 bps increase in interest rates results in NII benefit of ~$4-8 MM per quarter 18

Credit Quality Trends Delinquencies to Period-end Total Loans Criticized Outstandings (a) to Period-end Total Loans Continuing operations Continuing operations .80% 6.0% .60% 4.0% .42% 3.4% .40% .35% 2.8% 2.0% .20% .13% .10% .00% .0% 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 30 – 89 days delinquent 90+ days delinquent Metric (b) 4Q18 3Q18 2Q18 1Q18 4Q17 Delinquencies to EOP total loans: 30-89 days .35 % .41 % .49 % .35 % .42 % Delinquencies to EOP total loans: 90+ days .13 .10 .12 .09 .10 NPLs to EOP portfolio loans (c) .61 .72 .62 .61 .58 NPAs to EOP portfolio loans + OREO + Other NPAs (c) .64 .75 .65 .65 .62 Allowance for loan losses to period-end loans .99 .99 1.01 1.00 1.01 Allowance for loan losses to NPLs 162.9 137.5 162.8 162.8 174.4 (a) Loan and lease outstandings; excludes purchase credit impaired loans from the First Niagara acquisition (b) From continuing operations (c) Nonperforming loan balances exclude $575 million, $606 million, $629 million, $690 million, and $738 million of purchased credit impaired loans at December 31, 19 2018, September 30, 2018, June 30, 2018, March 31, 2018, and December 31, 2017, respectively

Credit Quality Credit Quality by Portfolio Net loan Net loan Allowance / Allowance / Period- Average charge-offs (b) / Nonperforming Ending charge- period-end NPLs end loans loans average loans loans (c) allowance (d) offs loans (d) (%) (%) $ in millions (%) 12/31/18 4Q18 4Q18 4Q18 12/31/18 12/31/18 12/31/18 12/31/18 Commercial and industrial (a) $ 45,753 $ 45,129 $ 26 0.23% $ 152 $ 532 1.16% 350.00% Commercial real estate: Commercial Mortgage 14,285 14,656 11 .30 81 142 .99 175.31 Construction 1,666 1,761 (1) (.23) 2 33 1.98 N/M Commercial lease financing (e) 4,606 4,482 - - 9 36 .78 400.00 Real estate – residential mortgage 5,513 5,496 - - 62 7 .13 11.29 Home equity 11,142 11,234 5 .18 210 35 .31 16.67 Credit cards 1,144 1,112 8 2.85 2 30 2.62 N/M Consumer direct loans 1,809 1,806 7 1.54 4 20 1.11 500.00 Consumer indirect loans 3,634 3,612 4 .44 20 48 1.32 240.00 Continuing total $ 89,552 $ 89,288 $ 60 .27% $ 542 $ 883 .99% 162.92% Discontinued operations 1,073 1,096 3 1.09 8 14 1.30 175.00 Consolidated total $ 90,625 $ 90,384 $ 63 .28% $ 550 $ 897 .99% 163.09% N/M = Not meaningful (a) 12/31/18 ending loan balance includes $132 million of commercial credit card balances; average loan balance includes $132 million of assets from commercial credit cards (b) Net loan charge-off amounts are annualized in calculation (c) 12/31/18 NPL amount excludes $575 million of purchased credit impaired loans (d) 12/31/18 allowance by portfolio is estimated (e) Commercial lease financing includes receivables held as collateral for a secured borrowing of $10 million at December 31, 2018. Principal reductions are based on 20 the cash payments received from these related receivables

GAAP to Non-GAAP Reconciliation $ in millions Three months ended Twelve months ended 12/31/2018 9/30/2018 12/31/17 12/31/2018 12/31/2017 Notable Items Efficiency initiative expenses $ 24 - -$ 24 - Pension settlement charge 17 - - 17 - Merger-related charges - -$ (56) -$ (217) Impacts of tax reform and related actions - - (30) - (30) Merchant services gain - - - - 59 Purchase accounting finalization, net - - - - 43 Charitable contribution - - - - (20) Total notable items $ 41 $ - $ (86) $ 41 $ (165) Income taxes $ 10 -$ (26) $ 10 $ (53) Revaluation of certain tax related assets - - 147 - 147 Total notable items after tax $ 31 $ - $ (207) $ 31 $ (259) Earnings per common share (EPS) excluding notable items EPS from continuing operations attributable to Key common shareholders ─ assuming dilution $ .45 $ .45 $ .17 Add: EPS impact of notable items .03 - .19 EPS from continuing operations attributable to Key common shareholders excluding notable items (non-GAAP) $ .48 $ .45 $ .36 Tangible common equity to tangible assets at period end Key shareholders' equity (GAAP) $ 15,959 $ 15,208 $ 15,023 Less: Intangible assets (a) 2,818 2,838 2,928 Preferred Stock (b) 1,421 1,421 1,009 Tangible common equity (non-GAAP) $ 11,356 $ 10,949 $ 11,086 Total assets (GAAP) $ 136,613 $ 138,805 $ 137,698 Less: Intangible assets (a) 2,818 2,838 2,928 Tangible common equity to tangible assets ratio (non-GAAP) $ 136,795 $ 135,967 $ 134,770 Tangible common equity to tangible assets ratio (non-GAAP) 8.30% 8.05% 8.23% (a) For the three months ended December 31, 2018, September 30, 2018, and December 31, 2017, intangible assets exclude $14 million, $17 million, and $26 million, respectively, of period-end purchased credit card receivables 21 (b) Net of capital surplus

GAAP to Non-GAAP Reconciliation Three months ended Twelve months ended $ in millions 12/31/2018 9/30/2018 12/31/17 12/31/2018 12/31/2017 Average tangible common equity Average Key shareholders' equity (GAAP) $ 15,384 $ 15,210 $ 15,268 $ 15,131 $ 15,224 Less: Intangible assets (average) (a) 2,828 2,848 2,939 2,869 2,837 Preferred Stock (average) 1,450 1,316 1,025 1,205 1,137 Average tangible common equity (non-GAAP) $ 11,106 $ 11,046 $ 11,304 $ 11,057 $ 11,250 Return on average tangible common equity from continuing operations Net income (loss) from continuing operations attributable to Key common shareholders (GAAP) $ 459 $ 468 $ 181 $ 1,793 $ 1,219 Plus: Notable items, after tax 31 - 207 31 259 Net income (loss) from continuing operations attributable to Key common shareholders excl. notable items $ 490 $ 468 $ 388 $ 1,824 $ 1,478 Average tangible common equity (non-GAAP) 11,106 11,046 11,304 11,057 11,250 Return on average tangible common equity from continuing operations (non- GAAP) 16.40% 16.81% 6.35% 16.22% 10.84% Return on average tangible common equity from continuing operations excl. notable items (non- GAAP) 17.50% 16.81% 13.62% 16.50% 13.14% Cash efficiency ratio Noninterest expense (GAAP) $ 1,012 $ 964 $ 1,098 $ 3,975 $ 4,098 Less: Intangible asset amortization 22 23 26 99 95 Adjusted noninterest expense (non-GAAP) $ 990 $ 941 $ 1,072 $ 3,876 $ 4,003 Less: Notable items 41 - 85 41 262 Adjusted noninterest expense (non-GAAP) $ 949 $ 941 $ 987 $ 3,835 $ 3,741 Net interest income (GAAP) $ 1,000 $ 986 $ 938 $ 3,909 $ 3,777 Plus: Taxable-equivalent adjustment 8 7 14 31 53 Noninterest income 645 609 656 2,515 2,478 Total taxable-equivalent revenue (non-GAAP) $ 1,653 $ 1,602 $ 1,608 $ 6,455 $ 6,308 Plus: Notable items - - 1 - (97) Adjusted total taxable-equivalent revenue (non-GAAP) $ 1,653 $ 1,602 $ 1,609 $ 6,455 $ 6,211 Cash efficiency ratio (non-GAAP) 59.9% 58.7% 66.7% 60.0%0.602 63.5%0.602 Cash efficiency ratio excluding notable items (non-GAAP) 57.4% 58.7% 61.3% 59.4% 60.2% (a) For the three months ended December 31, 2018, September 30, 2018, and December 31, 2017, average intangible assets exclude $15 million, $18 million, and $28 million, respectively, of average purchased credit card receivables. For the twelve months ended December 31, 2018, and December 31, 2017, average 22 intangible assets exclude $20 million and $34 million, respectively, of average purchased credit card receivables



Consolidated Balance Sheets
(dollars in millions)

			12/31/2018			9/30/2018			12/31/2017
Assets
	Loans		$	89,552		$	89,268		$	86,405
	Loans held for sale		1,227			1,618			1,107
	Securities available for sale		19,428			18,341			18,139
	Held-to-maturity securities		11,519			11,869			11,830
	Trading account assets		849			958			836
	Short-term investments		2,562			2,272			4,447
	Other investments		666			681			726
		Total earning assets	125,803			125,007			123,490
	Allowance for loan and lease losses		(883		)	(887		)	(877		)
	Cash and due from banks		678			319			671
	Premises and equipment		882			891			930
	Operating lease assets		993			930			821
	Goodwill		2,516			2,516			2,538
	Other intangible assets		316			338			416
	Corporate-owned life insurance		4,171			4,156			4,132
	Accrued income and other assets		4,037			4,378			4,237
	Discontinued assets		1,100			1,157			1,340
		Total assets	$	139,613		$	138,805		$	137,698

Liabilities
	Deposits in domestic offices:
		NOW and money market deposit accounts	$	59,918		$	57,219		$	53,627
		Savings deposits	4,854			4,948			6,296
		Certificates of deposit ($100,000 or more)	7,913			8,453			6,849
		Other time deposits	5,332			5,130			4,798
		Total interest-bearing deposits	78,017			75,750			71,570
		Noninterest-bearing deposits	29,292			30,030			33,665
		Total deposits	107,309			105,780			105,235
	Federal funds purchased and securities sold under repurchase agreements		319			1,285			377
	Bank notes and other short-term borrowings		544			637			634
	Accrued expense and other liabilities		2,113			2,044			2,094
	Long-term debt		13,732			13,849			14,333
		Total liabilities	124,017			123,595			122,673

Equity
	Preferred stock		1,450			1,450			1,025
	Common shares		1,257			1,257			1,257
	Capital surplus		6,331			6,315			6,335
	Retained earnings		11,556			11,262			10,335
	Treasury stock, at cost		(4,181		)	(3,910		)	(3,150		)
	Accumulated other comprehensive income (loss)		(818		)	(1,166		)	(779		)
		Key shareholders’ equity	15,595			15,208			15,023
	Noncontrolling interests		1			2			2
		Total equity	15,596			15,210			15,025
Total liabilities and equity			$	139,613		$	138,805		$	137,698

Common shares outstanding (000)			1,019,503			1,034,287			1,069,084



Consolidated Statements of Income
(dollars in millions, except per share amounts)
			Three months ended						Twelve months ended
			12/31/2018		9/30/2018		12/31/2017		12/31/2018		12/31/2017
Interest income
	Loans		$	1,058	$	1,025	$	924	$	4,023	$	3,677
	Loans held for sale		26		12		13		66		52
	Securities available for sale		115		102		93		409		369
	Held-to-maturity securities		71		72		61		284		222
	Trading account assets		8		7		6		29		27
	Short-term investments		15		15		12		46		26
	Other investments		4		6		5		21		17
		Total interest income	1,297		1,239		1,114		4,878		4,390
Interest expense
	Deposits		174		140		82		517		278
	Federal funds purchased and securities sold under repurchase agreements		1		1		—		11		1
	Bank notes and other short-term borrowings		4		4		3		21		15
	Long-term debt		118		108		91		420		319
		Total interest expense	297		253		176		969		613
Net interest income			1,000		986		938		3,909		3,777
Provision for credit losses			59		62		49		246		229
Net interest income after provision for credit losses			941		924		889		3,663		3,548
Noninterest income
	Trust and investment services income		121		117		131		499		535
	Investment banking and debt placement fees		186		166		200		650		603
	Service charges on deposit accounts		84		85		89		349		357
	Operating lease income and other leasing gains		28		35		27		89		96
	Corporate services income		58		52		56		233		219
	Cards and payments income		68		69		77		270		287
	Corporate-owned life insurance income		39		34		37		137		131
	Consumer mortgage income		7		9		7		30		26
	Mortgage servicing fees		21		19		17		82		71
	Other income ^(a)		33		23		15		176		153
		Total noninterest income	645		609		656		2,515		2,478
Noninterest expense
	Personnel		576		553		609		2,309		2,278
	Net occupancy		75		76		92		308		331
	Computer processing		55		52		54		210		225
	Business services and professional fees		49		43		52		184		192
	Equipment		26		27		31		105		114
	Operating lease expense		32		31		28		120		92
	Marketing		25		26		35		102		120
	FDIC assessment		9		21		20		72		82
	Intangible asset amortization		22		23		26		99		95
	OREO expense, net		1		3		3		6		11
	Other expense		142		109		148		460		558
		Total noninterest expense	1,012		964		1,098		3,975		4,098
Income (loss) from continuing operations before income taxes			574		569		447		2,203		1,928
	Income taxes		92		87		251		344		637
Income (loss) from continuing operations			482		482		196		1,859		1,291
	Income (loss) from discontinued operations, net of taxes		2		—		1		7		7
Net income (loss)			484		482		197		1,866		1,298
	Less: Net income (loss) attributable to noncontrolling interests		—		—		1		—		2
Net income (loss) attributable to Key			$	484	$	482	$	196	$	1,866	$	1,296

Income (loss) from continuing operations attributable to Key common shareholders			$	459	$	468	$	181	$	1,793	$	1,219
Net income (loss) attributable to Key common shareholders			461		468		182		1,800		1,226
Per common share
Income (loss) from continuing operations attributable to Key common shareholders			$	.45	$	.45	$	.17	$	1.72	$	1.13
Income (loss) from discontinued operations, net of taxes			—		—		—		.01		.01
Net income (loss) attributable to Key common shareholders ^(b)			.45		.45		.17		1.73		1.14
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders			$	.45	$	.45	$	.17	$	1.70	$	1.12
Income (loss) from discontinued operations, net of taxes			—		—		—		.01		.01
Net income (loss) attributable to Key common shareholders ^(b)			.45		.45		.17		1.71		1.13

Cash dividends declared per common share			$	.17	$	.17	$	.105	$	.565	$	.38

Weighted-average common shares outstanding (000)			1,018,614		1,036,480		1,062,348		1,040,890		1,072,077
	Effect of common share options and other stock awards		11,803		13,497		16,982		13,792		16,515
Weighted-average common shares and potential common shares outstanding (000) ^(c)			1,030,417		1,049,976		1,079,330		1,054,682		1,088,593

Earnings per share may not foot due to rounding.


99.1	Press Release, dated January 17, 2019, announcing financial results for the three- and twelve-month period ended December 31, 2018


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