Business Combination (Tables)

12 Months Ended

Dec. 31, 2016

Information About Acquired Loan Portfolio as of Acquisition Date

The following table presents the PCI loans receivable balance at the First Niagara Acquisition Date:



August 1, 2016	PCI
in millions	PCI
Contractual required payments receivable	$	1,378
Nonaccretable difference	189
Expected cash flows	1,189
Accretable yield	205
Fair Value	$	984

Schedule of Changes in Goodwill by Reporting Unit

The following table shows the changes in the carrying amount of goodwill by reporting unit.



in millions	Key Community Bank		Key Corporate Bank		Total
BALANCE AT DECEMBER 31, 2014	$	979	$	78	$	1,057
Tax adjustment resulting from Pacific Crest Securities acquisition	—		3		3
BALANCE AT DECEMBER 31, 2015	979		81		1,060
Acquisition of First Niagara	1,109		277		1,386
BALANCE AT DECEMBER 31, 2016	$	2,088	$	358	$	2,446

Changes in the carrying amount of goodwill by reporting unit are presented in the following table:



in millions	Key Community Bank		Key Corporate Bank		Total
BALANCE AT DECEMBER 31, 2014	$	979	$	78	$	1,057
Tax adjustment resulting from Pacific Crest Securities acquisition	—		3		3
BALANCE AT DECEMBER 31, 2015	979		81		1,060
Acquisition of First Niagara	1,109		277		1,386
BALANCE AT DECEMBER 31, 2016	$	2,088	$	358	$	2,446

First Niagara Bank, N.A. [Member]

Business Acquisition [Line Items]

Schedule of Purchase Price Calculation and Identifiable Assets Purchased and Liabilities Assumed

The amounts shown in the table below represent the increase (decrease) in the respective line items in the Consolidated Statements of Income for the previous reporting period had the revised fair values been recorded at the Acquisition Date.



in millions		Portion Related to
Acquired Asset or Liability	Income Statement Line Item	Previous Reporting Period ^(a)
Loans	Interest income	$	34
Loans	Other noninterest income	1
Premises and equipment	Depreciation expense	(1		)
Unfunded lending-related commitments	Other noninterest income	3


(a)	Represents the change in amount that should have been reported compared to what was actually reported in the September 30, 2016 Consolidated Statements of Income.

The following table provides the purchase price calculation as of the Acquisition Date and the identifiable assets purchased and the liabilities assumed at their estimated fair value. These fair value measurements are based on internal and third-party valuations.



in millions
Consideration paid:
KeyCorp common stock issued			$	2,831
Cash payments to First Niagara stockholders			811
Exchange of First Niagara preferred stock for KeyCorp preferred stock			350
Total consideration paid			$	3,992

Statement of Net Assets Acquired at Fair Value:
ASSETS
Cash and due from banks and short-term investments	$	620
Investment securities	9,012
Other investments	297
Loans	23,645
Premises and equipment	245
Other intangible assets	385
Accrued income and other assets	1,430
Total assets	$	35,634

LIABILITIES
Deposits	$	28,994
Bank notes and other short-term borrowings	2,698
Accrued expense and other liabilities	490
Long-term debt	846
Total liabilities	$	33,028

Net identifiable assets acquired			2,606
Goodwill			$	1,386

Based on the revised valuations and new information, we updated our estimated fair values of these items within in our Consolidated Balance Sheet with a corresponding adjustment to goodwill. These changes are gross of taxes and reflected in the following table:



in millions
Acquired Asset or Liability	Balance Sheet Line Item	Provisional Estimate		Revised Estimate		Increase (Decrease)
Loans	Loans	$	23,504	$	23,645	$	141
Premises and equipment	Premises and equipment	276		245		(31		)
Unfunded lending-related commitments	Accrued expense and other liabilities	24		67		43

Information About Acquired Loan Portfolio as of Acquisition Date

Information about the acquired First Niagara loan portfolio as of the Acquisition Date is presented below, and excludes lines of credit:



in millions	PCI
Contractual required payments receivable	$	1,378
Nonaccretable difference	189
Expected cash flows	1,189
Accretable yield	205
Fair value	$	984

Schedule of Operations Included in Consolidated Statement of Income and Unaudited Pro Forma Information

The following table presents unaudited pro forma information as if the acquisition of First Niagara had occurred on January 1, 2015. This pro forma information gives effect to certain adjustments, including purchase accounting fair value adjustments, amortization of core deposit and other intangibles, and related income tax effects. Merger-related charges related to the First Niagara merger that we incurred during the twelve months ended December 31, 2016, and 2015, are not reflected in the unaudited pro forma amounts. The pro forma information does not necessarily reflect the results of operations that would have occurred had KeyCorp merged with First Niagara at the beginning of 2015. Cost savings are also not reflected in the unaudited pro forma amounts for the twelve months ended December 31, 2016, and 2015.



	Pro forma
	Twelve months ended December 31,
in millions	2016		2015
Net interest income (TE)	$	3,599	$	3,564
Noninterest income	2,231		2,206
Net income (loss) attributable to common shareholders	1,161		1,187