8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

 of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2020

KeyCorp

(Exact name of registrant as specified in its charter)

Ohio	001-11302	34-6542451
State or other jurisdiction of incorporation or organization:	Commission File Number	I.R.S. Employer Identification Number:

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))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $1 par value	KEY	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)	KEY PrI	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)	KEY PrJ	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)	KEY PrK	New York Stock Exchange

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 16, 2020, KeyCorp issued a press release announcing its financial results for the three-month period ended March 31, 2020 (the “Press Release”), and posted on its website its first quarter 2020 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

99.1 Press Release, dated April 16, 2020, announcing financial results for the three-month period ended March 31, 2020

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

99.3 Financial Statements.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
	KEYCORP
	(Registrant)
Date: April 16, 2020	/s/ Douglas M. Schosser
	By: Douglas M. Schosser
	Chief Accounting Officer

EX-99.1

KEYCORP REPORTS FIRST QUARTER 2020 NET INCOME OF $118 MILLION,

OR $.12PER DILUTED COMMON SHARE

1Q20 results reflect the Current Expected Credit Losses accounting methodology;

provision for credit losses exceeded net charge-offs by $275 million, or $.23 per share

$92 million, or $.08 per share, impact from market-related valuation adjustments

Capital and liquidity positioned to weather adverse operating environments

Strong risk profile with disciplined underwriting standards

Performing critical role in providing capital and assistance to our clients;

over 38,000 applications being processed for Paycheck Protection Program

CLEVELAND, April 16, 2020 - KeyCorp (NYSE: KEY) today announced net income from continuing operations attributable to Key common shareholders of $118 million, or $.12 per diluted common share for the first quarter of 2020, compared to $439 million, or $.45 per diluted common share, for the fourth quarter of 2019 and $386 million, or $.38 per diluted common share, for the first quarter of 2019. Key's results in the first quarter of 2020 reflect the Current Expected Credit Losses ("CECL") accounting methodology, as well as the impact of COVID-19 and market-related valuation adjustments.

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Selected Financial Highlights
dollars in millions, except per share data										Change 1Q20 vs.
	1Q20			4Q19			1Q19			4Q19		1Q19
Income (loss) from continuing operations attributable to Key common shareholders	$	118		$	439		$	386		(73.1	)%	(69.4	)%
Income (loss) from continuing operations attributable to Key common shareholders per common share — assuming dilution	.12			.45			.38			(73.3	)	(68.4	)
Return on average tangible common equity from continuing operations (a)	3.82		%	14.09		%	13.69		%	N/A		N/A
Return on average total assets from continuing operations	.40			1.27			1.18			N/A		N/A
Common Equity Tier 1 ratio (b)	8.95			9.44			9.81			N/A		N/A
Book value at period end	$	15.95		$	15.54		$	14.31		2.6	%	11.5	%
Net interest margin (TE) from continuing operations	3.01		%	2.98		%	3.13		%	N/A		N/A

(a) The table entitled “GAAP to Non-GAAP Reconciliations” in the attached financial supplement presents the computations of certain financial measures related to “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.

(b) 3/31/20 ratio is estimated.

TE = Taxable Equivalent, N/A = Not Applicable

INCOME STATEMENT HIGHLIGHTS
Revenue
dollars in millions							Change 1Q20 vs.
	1Q20		4Q19		1Q19		4Q19		1Q19
Net interest income (TE)	$	989	$	987	$	985	.2	%	.4	%
Noninterest income	477		651		536		(26.7	)	(11.0	)
Total revenue	$	1,466	$	1,638	$	1,521	(10.5	)%	(3.6	)%

TE = Taxable Equivalent

Taxable-equivalent net interest income was $989 million for the first quarter of 2020, compared to taxable-equivalent net interest income of $985 million for the first quarter of 2019. The increase in net interest income reflects higher earning asset balances, which was partially offset by a lower net interest margin. The net interest margin was impacted by a lag in deposit pricing as interest rates declined.

Compared to the fourth quarter of 2019, taxable-equivalent net interest income increased by $2 million, reflecting a higher net interest margin, partially offset by one less day in the first quarter of 2020. The net interest margin benefited from lower interest-bearing deposit costs and a favorable mix of earning asset balances, partially offset by lower earning asset yields.

Noninterest Income
dollars in millions								Change 1Q20 vs.
	1Q20			4Q19		1Q19		4Q19		1Q19
Trust and investment services income	$	133		$	120	$	115	10.8	%	15.7	%
Investment banking and debt placement fees	116			181		110		(35.9	)	5.5
Service charges on deposit accounts	84			86		82		(2.3	)	2.4
Operating lease income and other leasing gains	30			39		37		(23.1	)	(18.9	)
Corporate services income	62			65		55		(4.6	)	12.7
Cards and payments income	66			67		66		(1.5	)	—
Corporate-owned life insurance income	36			39		32		(7.7	)	12.5
Consumer mortgage income	20			21		11		(4.8	)	81.8
Commercial mortgage servicing fees	18			19		18		(5.3	)	—
Other income	(88		)	14		10		N/M		N/M
Total noninterest income	$	477		$	651	$	536	(26.7	)%	(11.0	)%

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Key’s noninterest income was $477 million for the first quarter of 2020, compared to $536 million for the year-ago quarter and $651 million in the prior quarter. In the first quarter of 2020, other income was impacted by market-related valuation adjustments totaling $92 million, comprised of $73 million from customer derivatives and $19 million related to trading losses. Both were negatively impacted by wider credit spreads in the quarter.

Compared to the first quarter of 2019, noninterest income decreased by $59 million, due to a decline in other income, as well as lower operating lease income. The decrease was partially offset by growth in several fee categories: trust and investment services income, investment banking and debt placement fees, consumer mortgage income, and corporate services income.

Compared to the fourth quarter of 2019, noninterest income decreased by $174 million, due to a decline in other income, as well as lower investment banking and debt placement fees, due to a disruption in the capital markets related to COVID-19 and increased market volatility. The decrease was partially offset by higher trust and investment services income.

Noninterest Expense
dollars in millions							Change 1Q20 vs.
	1Q20		4Q19		1Q19		4Q19		1Q19
Personnel expense	$	515	$	551	$	563	(6.5	)%	(8.5	)%
Nonpersonnel expense	416		429		400		(3.0	)	4.0
Total noninterest expense	$	931	$	980	$	963	(5.0	)%	(3.3	)%

Key’s noninterest expense was $931 million for the first quarter of 2020, compared to $963 million in the year-ago quarter and $980 million in the prior quarter. There were no notable items in the first quarter of 2020. The year-ago period included notable items of $26 million, which were efficiency-related expenses, while the prior period included notable items of $22 million, which consisted of a pension settlement charge and professional fees related to a previously disclosed fraud loss.

Excluding notable items in the year-ago period, noninterest expense decreased $6 million, reflecting the successful implementation of Key's expense initiatives, which drove personnel expenses lower, including lower incentive compensation expense, as well as a decline in intangible asset amortization. These expenses were partially offset by additional expenses from Laurel Road, which was acquired in April 2019.

Excluding notable items in the prior period, noninterest expense decreased $27 million. The decrease was primarily driven by a decline in personnel expenses, including lower incentive compensation expense, as well as a seasonal decline in marketing costs. These expenses were partially offset by an increase in employee benefits and higher operating lease expense.

BALANCE SHEET HIGHLIGHTS
Average Loans
dollars in millions							Change 1Q20 vs.
	1Q20		4Q19		1Q19		4Q19		1Q19
Commercial and industrial (a)	$	49,466	$	48,345	$	45,998	2.3	%	7.5	%
Other commercial loans	19,779		19,312		20,383		2.4		(3.0	)
Total consumer loans	26,929		25,950		23,268		3.8		15.7
Total loans	$	96,174	$	93,607	$	89,649	2.7	%	7.3	%

(a) Commercial and industrial average loan balances include $145 million, $146 million, and $133 million of assets from commercial credit cards at March 31, 2020, December 31, 2019, and March 31, 2019, respectively.

Average loans were $96.2 billion for the first quarter of 2020, an increase of $6.5 billion compared to the first quarter of 2019. Commercial loans increased $2.9 billion, reflecting broad-based growth in

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commercial and industrial loans, partially offset by declines in commercial mortgage. Consumer loans increased $3.7 billion, driven by solid growth from Laurel Road, residential mortgage loans, and indirect auto lending.

Compared to the fourth quarter of 2019, average loans increased by $2.6 billion. Commercial loans increased $1.6 billion, reflecting an increase in commercial and industrial utilization rates. Consumer loans increased $979 million, driven by growth from Laurel Road, residential mortgage, and indirect auto loans. On a period-end basis, total loans increased $8.6 billion compared to the linked quarter, largely the result of a $7.7 billion increase in commercial and industrial loans, due to higher utilization rates in March.

Average Deposits
dollars in millions										Change 1Q20 vs.
	1Q20			4Q19			1Q19			4Q19		1Q19
Non-time deposits	$	99,117		$	100,518		$	93,699		(1.4	)%	5.8	%
Certificates of deposit ($100,000 or more)	6,310			6,899			8,376			(8.5	)	(24.7	)
Other time deposits	4,901			5,187			5,501			(5.5	)	(10.9	)
Total deposits	$	110,328		$	112,604		$	107,576		(2.0	)%	2.6	%
Cost of total deposits	.62		%	.71		%	.76		%	N/A		N/A

N/A = Not Applicable

Average deposits totaled $110.3 billion for the first quarter of 2020, an increase of $2.8 billion compared to the year-ago quarter, reflecting growth from consumer and commercial relationships, partially offset by a decline in time deposits.

Compared to the fourth quarter of 2019, average deposits decreased by $2.3 billion, primarily driven by short-term and seasonal deposit outflows, which more than offset growth from the penetration of existing retail and commercial relationships. On a period-end basis, deposit inflows in March were commensurate to loan growth.

ASSET QUALITY
dollars in millions										Change 1Q20 vs.
	1Q20			4Q19			1Q19			4Q19		1Q19
Net loan charge-offs	$	84		$	99		$	64		(15.2	)%	31.3	%
Net loan charge-offs to average total loans	.35		%	.42		%	.29		%	N/A		N/A
Nonperforming loans at period end	$	632		$	577		$	548		9.5		15.3
Nonperforming assets at period end	844			715			597			18.0		41.4
Allowance for loan and lease losses	1,359			900			883			51.0		53.9
Allowance for loan and lease losses to nonperforming loans	215.0		%	156.0		%	161.1		%	N/A		N/A
Provision for credit losses	$	359		$	109		$	62		229.4	%	479.0	%

N/A = Not Applicable

On January 1, 2020, Key adopted a new accounting standard, often referred to as Current Expected Credit Losses ("CECL"), which establishes a single allowance framework for all financial assets carried at amortized cost and certain off-balance sheet exposures. This framework requires that management estimate credit losses over the full remaining expected life and consider expected future changes in macroeconomic conditions.

Upon adoption, Key's ALLL from continuing operations increased by $204 million, or 23%, and the reserve for off-balance sheet exposures increased by $66 million, or 88%, as compared to December 31, 2019. The increase in the total allowance for credit losses resulted in a $230 million decrease to retained earnings, net of deferred tax balances.

Net loan charge-offs for the first quarter of 2020 totaled $84 million, or .35% of average total loans. These results compare to $64 million, or .29%, for the first quarter of 2019, and $83 million, excluding the

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fraud loss, or .35%, for the fourth quarter of 2019. In the fourth quarter of 2019, Key realized pre-tax losses related to a previously disclosed fraud incident of $16 million.

Key’s provision for credit losses was $359 million for the first quarter of 2020. These results compare to $62 million for the first quarter of 2019 and $93 million, excluding the fraud loss, for the fourth quarter of 2019. The increase in provision for credit losses is mainly attributable to the significant change in the economic scenario from the COVID-19 pandemic. Key’s allowance for loan and lease losses was $1.4 billion, or 1.32% of total period-end loans at March 31, 2020, compared to .98% at March 31, 2019, and .95% at December 31, 2019.

At March 31, 2020, Key’s nonperforming loans totaled $632 million, which represented .61% of period-end portfolio loans. These results compare to .61% at March 31, 2019, and .61% at December 31, 2019. Purchased credit impaired ("PCI") loans and leases meeting nonperforming criteria were historically excluded from Key’s nonperforming disclosures. As a result of CECL implementation on January 1, 2020, PCI loans became purchased credit deteriorated ("PCD") loans. PCD loans that meet the definition of nonperforming are now included in nonperforming disclosures, resulting in a $45 million increase in NPLs in the first quarter of 2020.

Nonperforming assets at March 31, 2020, totaled $844 million, and represented .82% of period-end portfolio loans and OREO and other nonperforming assets. These results compare to .66% at March 31, 2019, and .75% at December 31, 2019.

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CAPITAL

Key’s estimated risk-based capital ratios included in the following table continued to exceed all “well-capitalized” regulatory benchmarks at March 31, 2020.

Capital Ratios
	3/31/2020		12/31/2019		3/31/2019
Common Equity Tier 1 (a)	8.95	%	9.44	%	9.81	%
Common Equity Tier 1 CECL fully phased-in (b)	8.75		—		—
Tier 1 risk-based capital (a)	10.31		10.86		10.94
Total risk based capital (a)	12.34		12.79		12.98
Tangible common equity to tangible assets (c)	8.26		8.64		8.43
Leverage (a)	9.75		9.88		9.89

(a) 3/31/2020 ratio is estimated and reflects Key's election to adopt the CECL optional transition provision.

(b) 3/31/2020 ratio is estimated and is calculated to reflect the full impact of CECL and excludes the benefit of phase–ins.

(c) 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 first quarter of 2020. As shown in the preceding table, at March 31, 2020, Key’s estimated Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 8.95% and 10.31%, respectively. Key's tangible common equity ratio was 8.26% at March 31, 2020.

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 8.84% at March 31, 2020. This estimate exceeds the fully phased-in required minimum Common Equity Tier 1 and Capital Conservation Buffer of 7.00%.

Key has elected the CECL phase-in option provided by regulatory guidance which delays for two years the estimated impact of CECL on regulatory capital and phases it in over three years beginning in 2022. On a fully phased-in basis, Key's Common Equity Tier 1 ratio would be reduced by 20 basis points.

Summary of Changes in Common Shares Outstanding
in thousands								Change 1Q20 vs.
		1Q20		4Q19		1Q19		4Q19		1Q19
Shares outstanding at beginning of period		977,189		988,538		1,019,503		(1.1	)%	(4.2	)%
Open market repurchases and return of shares under employee compensation plans		(7,862	)	(12,968	)	(11,791	)	(39.4	)	(33.3	)
Shares issued under employee compensation plans (net of cancellations)		5,992		1,619		5,474		270.1		9.5
	Shares outstanding at end of period	975,319		977,189		1,013,186		(.2	)%	(3.7	)%

Consistent with Key's 2019 Capital Plan, during the first quarter of 2020, Key declared a dividend of $.185 per common share. Key also completed $120 million of common share repurchases. These repurchases included $117 million of common share repurchases in the open market and $3 million of share repurchases related to employee equity compensation programs. These repurchases were completed prior to Key's announcement on March 17, 2020 to temporarily suspend share repurchase activity in response to the COVID-19 pandemic.

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.

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Major Business Segments
dollars in millions											Change 1Q20 vs.
		1Q20			4Q19			1Q19			4Q19		1Q19
Revenue from continuing operations (TE)
Consumer Bank		$	820		$	825		$	805		(.6	)%	1.9	%
Commercial Bank		629			771			702			(18.4	)	(10.4	)
Other (a)		17			42			14			(59.5	)	21.4	%
	Total	$	1,466		$	1,638		$	1,521		(10.5	)%	(3.6	)%
Income (loss) from continuing operations attributable to Key
Consumer Bank		$	105		$	166		$	168		(36.7	)%	(37.5	)%
Commercial Bank		70			315			250			(77.8	)	(72.0	)
Other (a), (b)		(29		)	(12		)	(11		)	N/M		N/M
	Total	$	146		$	469		$	407		(68.9	)%	(64.1	)%

(a) Other includes other segments that consists of corporate treasury, our principal investing unit, and various exit portfolios as well as reconciling items which primarily represents the unallocated portion of nonearning assets of corporate support functions. Charges related to the funding of these assets are part of net interest income and are allocated to the business segments through noninterest expense. Reconciling items also includes intercompany eliminations and certain items that are not allocated to the business segments because they do not reflect their normal operations.

(b) Other segments included $12 million, after tax, of notable items related to a previously disclosed fraud loss for the fourth quarter of 2019; additional detail can be found on page 24 of this release.

TE = Taxable Equivalent, N/M = Not Meaningful

Consumer Bank
dollars in millions							Change 1Q20 vs.
	1Q20		4Q19		1Q19		4Q19		1Q19
Summary of operations
Net interest income (TE)	$	590	$	586	$	591	.7	%	(.2	)%
Noninterest income	230		239		214		(3.8	)	7.5
Total revenue (TE)	820		825		805		(.6	)	1.9
Provision for credit losses	140		55		45		154.5		211.1
Noninterest expense	543		552		540		(1.6	)	.6
Income (loss) before income taxes (TE)	137		218		220		(37.2	)	(37.7	)
Allocated income taxes (benefit) and TE adjustments	32		52		52		(38.5	)	(38.5	)
Net income (loss) attributable to Key	$	105	$	166	$	168	(36.7	)%	(37.5	)%
Average balances
Loans and leases	$	35,197	$	34,148	$	31,321	3.1	%	12.4	%
Total assets	38,460		37,729		34,732		1.9		10.7
Deposits	73,320		73,561		71,288		(.3	)	2.9
Assets under management at period end	$	36,189	$	40,833	$	38,742	(11.4	)%	(6.6	)%

TE = Taxable Equivalent

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Additional Consumer Bank Data
dollars in millions										Change 1Q20 vs.
	1Q20			4Q19			1Q19			4Q19		1Q19
Noninterest income
Trust and investment services income	$	93		$	91		$	85		2.2	%	9.4
Service charges on deposit accounts	55			58			53			(5.2	)	3.8	%
Cards and payments income	49			52			48			(5.8	)	2.1
Other noninterest income	33			38			28			(13.2	)	17.9
Total noninterest income	$	230		$	239		$	214		(3.8	)%	7.5	%
Average deposit balances
NOW and money market deposit accounts	$	45,583		$	44,765		$	42,261		1.8	%	7.9	%
Savings deposits	4,345			4,332			4,524			.3		(4.0	)
Certificates of deposit ($100,000 or more)	5,587			6,065			6,393			(7.9	)	(12.6	)
Other time deposits	4,869			5,164			5,484			(5.7	)	(11.2	)
Noninterest-bearing deposits	12,936			13,235			12,626			(2.3	)	2.5
Total deposits	$	73,320		$	73,561		$	71,288		(.3	)%	2.9	%
Home equity loans
Average balance	$	10,093		$	10,295		$	10,905
Combined weighted-average loan-to-value ratio (at date of origination)	70		%	70		%	70		%
Percent first lien positions	62			61			60
Other data
Branches	1,082			1,098			1,177
Automated teller machines	1,398			1,420			1,502

Consumer Bank Summary of Operations (1Q20 vs. 1Q19)

• Net income attributable to Key of $105 million for the first quarter of 2020, compared to $168 million for the year-ago quarter

• Taxable equivalent net interest income decreased by $1 million from the first quarter of 2019, with balance sheet growth offset by lower loan fees and a lower interest rate environment

• Average loans and leases increased $3.9 billion, or 12.4%. This was driven by strong loan growth in Laurel Road, residential mortgage, and indirect auto lending

• Average deposits increased $2 billion, or 2.9%, from the first quarter of 2019. This was driven by growth in money market deposits, partially offset by a decrease in time deposits

• Provision for credit losses increased $95 million compared to the first quarter of 2019. The increase in provision for credit losses is mainly attributable to the significant change in the economic scenario from the COVID-19 pandemic, as well as balance sheet growth

• Noninterest income increased $16 million, or 7.5%, from the year ago quarter, driven by growth in trust and investment services income and consumer mortgage income

• Noninterest expense increased $3 million, or 0.6%, from the year ago quarter. The increase reflects the addition of Laurel Road, partially offset by strong expense management

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Commercial Bank
dollars in millions								Change 1Q20 vs.
	1Q20			4Q19		1Q19		4Q19		1Q19
Summary of operations
Net interest income (TE)	$	410		$	416	$	402	(1.4	)%	2.0	%
Noninterest income	219			355		300		(38.3	)	(27.0	)
Total revenue (TE)	629			771		702		(18.4	)	(10.4	)
Provision for credit losses	214			38		16		463.2		N/M
Noninterest expense	353			388		373		(9.0	)	(5.4	)
Income (loss) before income taxes (TE)	62			345		313		(82.0	)	(80.2	)
Allocated income taxes and TE adjustments	(8		)	30		63		N/M		N/M
Net income (loss) attributable to Key	$	70		$	315	$	250	(77.8	)%	(72.0	)%
Average balances
Loans and leases	$	60,082		$	58,535	$	57,267	2.6	%	4.9	%
Loans held for sale	1,607			1,465		1,066		9.7		50.8
Total assets	69,383			67,135		64,873		3.3		7.0
Deposits	36,058			38,224		34,417		(5.7	)%	4.8	%

TE = Taxable Equivalent, N/M = Not Meaningful

Additional Commercial Bank Data
dollars in millions									Change 1Q20 vs.
	1Q20			4Q19			1Q19		4Q19		1Q19
Noninterest income
Trust and investment services income	$	39		$	29		$	30	34.5	%	30.0	%
Investment banking and debt placement fees	116			179			110		(35.2	)	5.5
Operating lease income and other leasing gains	30			39			37		(23.1	)	(18.9	)
Corporate services income	57			58			48		(1.7	)	18.8
Service charges on deposit accounts	28			27			27		3.7		3.7
Cards and payments income	17			15			18		13.3		(5.6	)
Payments and services income	102			100			93		2.0		9.7
Commercial mortgage servicing fees	18			19			17		(5.3	)	5.9
Other noninterest income	(86		)	(11		)	13		N/M		N/M
Total noninterest income	$	219		$	355		$	300	(38.3	)%	(27.0	)%

N/M = Not Meaningful

Commercial Bank Summary of Operations (1Q20 vs. 1Q19)

• Net income attributable to Key of $70 million for the first quarter of 2020, compared to $250 million for the year-ago quarter

• Taxable-equivalent net interest income increased by $8 million, compared to the first quarter of 2019, with balance sheet growth partially offset by a lower interest rate environment

• Average loan and lease balances increased $2.8 billion, or 4.9%, compared to the first quarter of 2019, driven by broad-based growth in commercial and industrial loans and partially offset by a decline in commercial mortgage balances due to disciplined risk management

• Average deposit balances increased $1.6 billion, or 4.8%, compared to the first quarter of 2019, driven by growth in core deposits

• Provision for credit losses increased $198 million compared to the first quarter of 2019. The increase in provision for credit losses is mainly attributable to the significant change in the economic scenario from the COVID-19 pandemic, as well as balance sheet growth

• Noninterest income decreased $81 million from the prior year, driven by market-related valuation adjustments of customer derivatives, as well as fixed income trading losses

KeyCorp Reports First Quarter 2020 Profit     

April 16, 2020

Page 10

• Noninterest expense decreased $20 million, or 5.4%, from the first quarter of 2019. The decline reflects the continued benefit of efficiency initiatives undertaken throughout 2019, as well as strong expense discipline

*******************************************

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 $156.2 billion at March 31, 2020.

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 more than 1,000 branches and approximately 1,400 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank is Member FDIC.

KeyCorp Reports First Quarter 2020 Profit     

April 16, 2020

Page 11

CONTACTS:
ANALYSTS	MEDIA
Vernon L. Patterson	Susan Donlan
216.689.0520	216.471.3133
Vernon_Patterson@KeyBank.com	Susan_E_Donlan@KeyBank.com
Emily J. Mills	Tracy Pesho
216.689.7781	216.471.2825
emills@key.com	Tracy_Pesho@KeyBank.com
Melanie S. Kaiser	Twitter: @keybank
216.689.4545
Melanie_S_Kaiser@KeyBank.com
INVESTOR RELATIONS:	KEY MEDIA NEWSROOM:
www.key.com/ir	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, 2019, as well as in KeyCorp’s subsequent SEC filings, all of which have been or will be filed with the Securities and Exchange Commission (the “SEC”) and are or will be 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. In addition to the aforementioned factors, the COVID–19 global pandemic is adversely affecting us, our clients, and third–party service providers, among others, and its impact may adversely affect our business and results of operations over a period of time. 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.

Notes to Editors:

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/irat 9:00 a.m. ET, on Thursday, April 16, 2020. An audio replay of the call will be available through April 26, 2020.

For up-to-date company information, media contacts, and facts and figures about Key’s lines of business, visit our Media Newsroom at https://www.key.com/newsroom.

*****

KeyCorp Reports First Quarter 2020 Profit     

April 16, 2020

Page 12

KeyCorp

First Quarter 2020

Financial Supplement

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

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Page 13

Financial Highlights
(dollars in millions, except per share amounts)
			Three months ended
			3/31/2020			12/31/2019			3/31/2019
Summary of operations
	Net interest income (TE)		$	989		$	987		$	985
	Noninterest income		477			651			536
		Total revenue (TE)	1,466			1,638			1,521
	Provision for credit losses		359			109			62
	Noninterest expense		931			980			963
	Income (loss) from continuing operations attributable to Key		145			466			406
	Income (loss) from discontinued operations, net of taxes		1			3			1
	Net income (loss) attributable to Key		146			469			407
	Income (loss) from continuing operations attributable to Key common shareholders		118			439			386
	Income (loss) from discontinued operations, net of taxes		1			3			1
	Net income (loss) attributable to Key common shareholders		119			442			387
Per common share
	Income (loss) from continuing operations attributable to Key common shareholders		$	.12		$	.45		$	.38
	Income (loss) from discontinued operations, net of taxes		—			—			—
	Net income (loss) attributable to Key common shareholders (a)		.12			.45			.38
	Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution		.12			.45			.38
	Income (loss) from discontinued operations, net of taxes — assuming dilution		—			—			—
	Net income (loss) attributable to Key common shareholders — assuming dilution (a)		.12			.45			.38
	Cash dividends declared		.185			.185			.17
	Book value at period end		15.95			15.54			14.31
	Tangible book value at period end		12.98			12.56			11.55
	Market price at period end		10.37			20.24			15.75
Performance ratios
	From continuing operations:
	Return on average total assets		.40		%	1.27		%	1.18		%
	Return on average common equity		3.10			11.40			10.98
	Return on average tangible common equity (b)		3.82			14.09			13.69
	Net interest margin (TE)		3.01			2.98			3.13
	Cash efficiency ratio (b)		62.3			58.7			61.9
	From consolidated operations:
	Return on average total assets		.40		%	1.27		%	1.17		%
	Return on average common equity		3.12			11.48			11.01
	Return on average tangible common equity (b)		3.86			14.19			13.72
	Net interest margin (TE)		3.00			2.97			3.12
	Loan to deposit (c)		92.1			86.6			85.1
Capital ratios at period end
	Key shareholders’ equity to assets		11.15		%	11.75		%	11.25		%
	Key common shareholders’ equity to assets		9.96			10.47			10.25
	Tangible common equity to tangible assets (b)		8.26			8.64			8.43
	Common Equity Tier 1 (d)		8.95			9.44			9.81
	Tier 1 risk-based capital (d)		10.31			10.86			10.94
	Total risk-based capital (d)		12.34			12.79			12.98
	Leverage (d)		9.75			9.88			9.89

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Page 14

Financial Highlights (continued)
(dollars in millions)
		Three months ended
		3/31/2020			12/31/2019			3/31/2019
Asset quality — from continuing operations
	Net loan charge-offs	$	84		$	99		$	64
	Net loan charge-offs to average loans	.35		%	.42		%	.29		%
	Allowance for loan and lease losses	$	1,359		$	900		$	883
	Allowance for credit losses	1,520			968			945
	Allowance for loan and lease losses to period-end loans	1.32		%	.95		%	.98		%
	Allowance for credit losses to period-end loans	1.47			1.02			1.05
	Allowance for loan and lease losses to nonperforming loans	215.0			156.0			161.1
	Allowance for credit losses to nonperforming loans	240.5			167.8			172.4
	Nonperforming loans at period end	$	632		$	577		$	548
	Nonperforming assets at period end	844			715			597
	Nonperforming loans to period-end portfolio loans	.61		%	.61		%	.61		%
	Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets	.82			.75			.66
Trust assets
	Assets under management	$	36,189		$	40,833		$	38,742
Other data
	Average full-time equivalent employees	16,529			16,537			17,554
	Branches	1,082			1,098			1,158
Taxable-equivalent adjustment		$	8		$	8		$	8

(a) Earnings per share may not foot due to rounding.

(b) 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.

(c) Represents period-end consolidated total loans and loans held for sale divided by period-end consolidated total deposits.

(d) March 31, 2020, ratio is estimated and reflects Key's election to adopt the CECL optional transition provision.

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April 16, 2020

Page 15

GAAP to Non-GAAP Reconciliations

(dollars in millions)

The table below presents certain non-GAAP financial measures related to “tangible common equity,” “return on average tangible common equity,” “Common Equity Tier 1,” “pre-provision net revenue," “cash efficiency ratio," "net loan charge-offs to average loans excluding notable items," and "provision for credit losses excluding notable items."

Notable items include certain revenue or expense items that may occur in a reporting period which management does not consider indicative of ongoing financial performance. Management believes it is useful to consider certain financial metrics with and without notable items, in order to enable a better understanding of company results, increase comparability of period-to-period results, and to evaluate and forecast those results.

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
	3/31/2020			12/31/2019			3/31/2019
Tangible common equity to tangible assets at period-end
Key shareholders’ equity (GAAP)	$	17,411		$	17,038		$	15,924
Less: Intangible assets (a)	2,894			2,910			2,804
Preferred Stock (b)	1,856			1,856			1,421
Tangible common equity (non-GAAP)	$	12,661		$	12,272		$	11,699
Total assets (GAAP)	$	156,197		$	144,988		$	141,515
Less: Intangible assets (a)	2,894			2,910			2,804
Tangible assets (non-GAAP)	$	153,303		$	142,078		$	138,711
Tangible common equity to tangible assets ratio (non-GAAP)	8.26		%	8.64		%	8.43		%
Pre-provision net revenue
Net interest income (GAAP)	$	981		$	979		$	977
Plus: Taxable-equivalent adjustment	8			8			8
Noninterest income	477			651			536
Less: Noninterest expense	931			980			963
Pre-provision net revenue from continuing operations (non-GAAP)	$	535		$	658		$	558
Average tangible common equity
Average Key shareholders' equity (GAAP)	$	17,216		$	17,178		$	15,702
Less: Intangible assets (average) (c)	2,902			2,919			2,813
Preferred stock (average)	1,900			1,900			1,450
Average tangible common equity (non-GAAP)	$	12,414		$	12,359		$	11,439
Return on average tangible common equity from continuing operations
Net income (loss) from continuing operations attributable to Key common shareholders (GAAP)	$	118		$	439		$	386
Plus: Notable items, after tax (d)	—			29			20
Net income (loss) from continuing operations attributable to Key common shareholders excluding notable items (non-GAAP)	$	118		$	468		$	406
Average tangible common equity (non-GAAP)	12,414			12,359			11,439
Return on average tangible common equity from continuing operations (non-GAAP)	3.82		%	14.09		%	13.69		%
Return on average tangible common equity from continuing operations excluding notable items (non-GAAP)	3.82		%	15.02		%	14.39		%
Return on average tangible common equity consolidated
Net income (loss) attributable to Key common shareholders (GAAP)	$	119		$	442		$	387
Average tangible common equity (non-GAAP)	12,414			12,359			11,439
Return on average tangible common equity consolidated (non-GAAP)	3.86		%	14.19		%	13.72		%

KeyCorp Reports First Quarter 2020 Profit     

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Page 16

GAAP to Non-GAAP Reconciliations (continued)
(dollars in millions)
	Three months ended
	3/31/2020			12/31/2019			3/31/2019
Cash efficiency ratio
Noninterest expense (GAAP)	$	931		$	980		$	963
Less: Intangible asset amortization	17			19			22
Adjusted noninterest expense (non-GAAP)	$	914		$	961		$	941
Less: Notable items (d)	—			22			26
Adjusted noninterest expense excluding notable items (non-GAAP)	$	914		$	939		$	915
Net interest income (GAAP)	$	981		$	979		$	977
Plus: Taxable-equivalent adjustment	8			8			8
Noninterest income	477			651			536
Total taxable-equivalent revenue (non-GAAP)	$	1,466		$	1,638		$	1,521
Cash efficiency ratio (non-GAAP)	62.3		%	58.7		%	61.9		%
Cash efficiency ratio excluding notable items (non-GAAP)	62.3		%	57.3		%	60.2		%
Net loan charge-offs to average total loans excluding notable items
Net loan charge-offs (GAAP)	$	84		$	99		$	64
Less: Notable items	—			16			—
Net loan charge-offs excluding notable items (non-GAAP)	$	84		$	83		$	64
Average loans outstanding	$	96,174		$	93,607		$	89,649
Net loan charge-offs to average total loans excluding notable items (non-GAAP)	.35		%	.35		%	.29		%
Provision for credit losses excluding notable items
Provision for credit losses (GAAP)	$	359		$	109		$	62
Less: Notable Items	—			16			—
Provision for credit loses excluding notable items (non-GAAP)	$	359		$	93		$	62

			Three months ended
			3/31/2020
Common Equity Tier 1 under the Regulatory Capital Rules (“RCR”) (estimates)
	Common Equity Tier 1 under current RCR (e)		12,259
	Adjustments from current RCR to the fully phased-in RCR:
		Deferred tax assets and other intangible assets (f)	—
		Common Equity Tier 1 anticipated under the fully phased-in RCR (g)	$	12,259
	Net risk-weighted assets under current RCR (e)		136,929
	Adjustments from current RCR to the fully phased-in RCR:
		Mortgage servicing assets (h)	1,458
		Deferred tax assets	285
		All other assets	—
		Total risk-weighted assets anticipated under the fully phased-in RCR (g)	$	138,672
	Common Equity Tier 1 ratio under the fully phased-in RCR (h)		8.84		%

(a) For the three months ended March 31, 2020, December 31, 2019, and March 31, 2019, intangible assets exclude $6 million, $7 million, and $12 million, respectively, of period-end purchased credit card receivables.

(b) Net of capital surplus.

(c) For the three months ended March 31, 2020, December 31, 2019, and March 31, 2019, average intangible assets exclude $7 million, $8 million, and $13 million, respectively, of average purchased credit card receivables.

(d) Additional detail provided in Notable Items table on page 24 of this release.

(e) The March 31, 2020, amounts reflect Key's election to adopt the CECL optional transition provision.

(f) 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.

(g) 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.”

(h) Item is included in the 25% exceptions bucket calculation and is risk-weighted at 250%.

GAAP = U.S. generally accepted accounting principles

KeyCorp Reports First Quarter 2020 Profit     

April 16, 2020

Page 17

Consolidated Balance Sheets
(dollars in millions)
			3/31/2020			12/31/2019			3/31/2019
Assets
	Loans		$	103,198		$	94,646		$	90,178
	Loans held for sale		2,143			1,334			894
	Securities available for sale		20,807			21,843			20,854
	Held-to-maturity securities		9,638			10,067			11,234
	Trading account assets		795			1,040			979
	Short-term investments		4,073			1,272			2,511
	Other investments		679			605			646
		Total earning assets	141,333			130,807			127,296
	Allowance for loan and lease losses		(1,359		)	(900		)	(883		)
	Cash and due from banks		865			732			611
	Premises and equipment		791			814			849
	Goodwill		2,664			2,664			2,516
	Other intangible assets		236			253			300
	Corporate-owned life insurance		4,243			4,233			4,184
	Accrued income and other assets		6,604			5,494			5,596
	Discontinued assets		820			891			1,046
		Total assets	$	156,197		144,988			141,515
Liabilities
	Deposits in domestic offices:
		NOW and money market deposit accounts	$	71,005		$	66,714		$	61,380
		Savings deposits	4,753			4,651			4,839
		Certificates of deposit ($100,000 or more)	5,630			6,598			8,396
		Other time deposits	4,623			5,054			5,573
		Total interest-bearing deposits	86,011			83,017			80,188
		Noninterest-bearing deposits	29,293			28,853			27,987
		Total deposits	115,304			111,870			108,175
	Federal funds purchased and securities sold under repurchase agreements		2,444			387			266
	Bank notes and other short-term borrowings		4,606			705			679
	Accrued expense and other liabilities		2,700			2,540			2,301
	Long-term debt		13,732			12,448			14,168
		Total liabilities	138,786			127,950			125,589
Equity
	Preferred stock		1,900			1,900			1,450
	Common shares		1,257			1,257			1,257
	Capital surplus		6,222			6,295			6,259
	Retained earnings		12,174			12,469			11,771
	Treasury stock, at cost		(4,956		)	(4,909		)	(4,283		)
	Accumulated other comprehensive income (loss)		814			26			(530		)
		Key shareholders’ equity	17,411			17,038			15,924
	Noncontrolling interests		—			—			2
		Total equity	17,411			17,038			15,926
Total liabilities and equity			$	156,197		$	144,988		$	141,515
Common shares outstanding (000)			975,319			977,189			1,013,186

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Page 18

Consolidated Statements of Income
(dollars in millions, except per share amounts)
			Three months ended
			3/31/2020			12/31/2019		3/31/2019
Interest income
	Loans		$	1,026		$	1,046	$	1,066
	Loans held for sale		19			17		13
	Securities available for sale		129			137		129
	Held-to-maturity securities		62			63		68
	Trading account assets		8			8		8
	Short-term investments		6			12		16
	Other investments		1			2		4
		Total interest income	1,251			1,285		1,304
Interest expense
	Deposits		169			201		202
	Federal funds purchased and securities sold under repurchase agreements		6			1		1
	Bank notes and other short-term borrowings		5			4		4
	Long-term debt		90			100		120
		Total interest expense	270			306		327
Net interest income			981			979		977
Provision for credit losses			359			109		62
Net interest income after provision for credit losses			622			870		915
Noninterest income
	Trust and investment services income		133			120		115
	Investment banking and debt placement fees		116			181		110
	Service charges on deposit accounts		84			86		82
	Operating lease income and other leasing gains		30			39		37
	Corporate services income		62			65		55
	Cards and payments income		66			67		66
	Corporate-owned life insurance income		36			39		32
	Consumer mortgage income		20			21		11
	Commercial mortgage servicing fees		18			19		18
	Other income		(88		)	14		10
		Total noninterest income	477			651		536
Noninterest expense
	Personnel		515			551		563
	Net occupancy		76			76		72
	Computer processing		55			51		54
	Business services and professional fees		44			54		44
	Equipment		24			25		24
	Operating lease expense		36			32		26
	Marketing		21			27		19
	FDIC assessment		9			8		7
	Intangible asset amortization		17			19		22
	OREO expense, net		3			3		3
	Other expense		131			134		129
		Total noninterest expense	931			980		963
Income (loss) from continuing operations before income taxes			168			541		488
	Income taxes		23			75		82
Income (loss) from continuing operations			145			466		406
	Income (loss) from discontinued operations, net of taxes		1			3		1
Net income (loss)			146			469		407
	Less: Net income (loss) attributable to noncontrolling interests		—			—		—
Net income (loss) attributable to Key			$	146		$	469	$	407
Income (loss) from continuing operations attributable to Key common shareholders			$	118		$	439	$	386
Net income (loss) attributable to Key common shareholders			119			442		387
Per common share
Income (loss) from continuing operations attributable to Key common shareholders			$	.12		$	.45	$	.38
Income (loss) from discontinued operations, net of taxes			—			—		—
Net income (loss) attributable to Key common shareholders (a)			.12			.45		.38
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders			$	.12		$	.45	$	.38
Income (loss) from discontinued operations, net of taxes			—			—		—
Net income (loss) attributable to Key common shareholders (a)			.12			.45		.38
Cash dividends declared per common share			$	.185		$	.185	$	.17
Weighted-average common shares outstanding (000)			967,446			973,450		1,006,717
	Effect of common share options and other stock awards		8,664			10,911		9,787
Weighted-average common shares and potential common shares outstanding (000) (b)			976,110			984,361		1,016,504

(a) Earnings per share may not foot due to rounding.

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

KeyCorp Reports First Quarter 2020 Profit     

April 16, 2020

Page 19

Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations
(dollars in millions)
		First Quarter 2020							Fourth Quarter 2019							First Quarter 2019
		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)	$	49,466		$	508	4.13	%	$	48,345		$	522	4.28	%	$	45,998		$	532	4.68	%
	Real estate — commercial mortgage	13,548			155		4.60		13,335			159		4.71		14,325			179		5.07
	Real estate — construction	1,666			20		4.75		1,495			18		4.87		1,561			21		5.48
	Commercial lease financing	4,565			39		3.39		4,482			39		3.52		4,497			41		3.66
	Total commercial loans	69,245			722		4.19		67,657			738		4.33		66,381			773		4.71
	Real estate — residential mortgage	7,215			68		3.75		6,777			65		3.83		5,543			56		4.02
	Home equity loans	10,155			113		4.49		10,362			122		4.69		10,995			137		5.07
	Consumer direct loans	3,709			54		5.91		3,125			51		6.45		1,862			37		8.06
	Credit cards	1,082			31		11.50		1,103			32		11.38		1,105			32		11.80
	Consumer indirect loans	4,768			46		3.86		4,583			46		3.99		3,763			39		4.13
	Total consumer loans	26,929			312		4.66		25,950			316		4.84		23,268			301		5.23
	Total loans	96,174			1,034		4.32		93,607			1,054		4.47		89,649			1,074		4.85
	Loans held for sale	1,885			19		3.99		1,653			17		4.11		1,121			13		4.74
	Securities available for sale (b), (e)	21,172			129		2.49		22,262			137		2.49		20,206			129		2.51
	Held-to-maturity securities (b)	9,820			62		2.51		10,264			63		2.43		11,369			68		2.41
	Trading account assets	1,065			8		2.95		1,103			8		3.08		957			8		3.36
	Short-term investments	1,764			6		1.42		2,716			12		1.73		2,728			16		2.28
	Other investments (e)	614			1		0.40		603			2		1.82		654			4		2.69
	Total earning assets	132,494			1,259		3.82		132,208			1,293		3.90		126,684			1,312		4.17
	Allowance for loan and lease losses	(1,097		)					(882		)					(878		)
	Accrued income and other assets	14,831							14,402							14,314
	Discontinued assets	838							908							1,066
	Total assets	$	147,066						$	146,636						$	141,186
Liabilities
	NOW and money market deposit accounts	$	66,721		112		.67		$	66,412		135		.81		$	60,773		130		.87
	Savings deposits	4,655			1		.05		4,660			1		.07		4,811			1		.08
	Certificates of deposit ($100,000 or more)	6,310			34		2.20		6,899			40		2.31		8,376			47		2.25
	Other time deposits	4,901			22		1.81		5,187			25		1.92		5,501			24		1.79
	Total interest-bearing deposits	82,587			169		.82		83,158			201		.96		79,461			202		1.03
	Federal funds purchased and securities sold under repurchase agreements	2,002			6		1.17		267			1		.75		409			1		.89
	Bank notes and other short-term borrowings	1,401			5		1.58		801			4		2.02		649			4		2.75
	Long-term debt (f), (g)	12,443			90		2.96		12,531			100		3.22		13,160			120		3.67
	Total interest-bearing liabilities	98,433			270		1.10		96,757			306		1.25		93,679			327		1.42
	Noninterest-bearing deposits	27,741							29,446							28,115
	Accrued expense and other liabilities	2,838							2,347							2,622
	Discontinued liabilities (g)	838							908							1,066
	Total liabilities	129,850							129,458							125,482
Equity
	Key shareholders’ equity	17,216							17,178							15,702
	Noncontrolling interests	—							—							2
	Total equity	17,216							17,178							15,704
	Total liabilities and equity	$	147,066						$	146,636						$	141,186
Interest rate spread (TE)							2.72	%						2.65	%						2.75	%
Net interest income (TE) and net interest margin (TE)					989		3.01	%				987		2.98	%				985		3.13	%
TE adjustment (b)					8							8							8
	Net interest income, GAAP basis				$	981						$	979						$	977

(a) 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.

(b) 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 March 31, 2020, December 31, 2019, and March 31, 2019.

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

(d) Commercial and industrial average balances include $145 million, $146 million, and $133 million of assets from commercial credit cards for the three months ended March 31, 2020, December 31, 2019, and March 31, 2019, respectively.

(e) Yield is calculated on the basis of amortized cost.

(f) Rate calculation excludes basis adjustments related to fair value hedges.

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

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

KeyCorp Reports First Quarter 2020 Profit     

April 16, 2020

Page 20

Noninterest Expense
(dollars in millions)
	Three months ended
	3/31/2020		12/31/2019		3/31/2019
Personnel (a)	$	515	$	551	$	563
Net occupancy	76		76		72
Computer processing	55		51		54
Business services and professional fees	44		54		44
Equipment	24		25		24
Operating lease expense	36		32		26
Marketing	21		27		19
FDIC assessment	9		8		7
Intangible asset amortization	17		19		22
OREO expense, net	3		3		3
Other expense	131		134		129
Total noninterest expense	$	931	$	980	$	963
Average full-time equivalent employees (b)	16,529		16,537		17,554

(a) Additional detail provided in Personnel Expense table below.

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

Personnel Expense
(in millions)
	Three months ended
	3/31/2020		12/31/2019		3/31/2019
Salaries and contract labor	$	316	$	312	$	320
Incentive and stock-based compensation	102		154		132
Employee benefits	92		85		93
Severance	5		—		18
Total personnel expense	$	515	$	551	$	563

KeyCorp Reports First Quarter 2020 Profit     

April 16, 2020

Page 21

Loan Composition
(dollars in millions)
							Percent change 3/31/2020 vs
	3/31/2020		12/31/2019		3/31/2019		12/31/2019		3/31/2019
Commercial and industrial (a)	$	55,983	$	48,295	$	46,474	15.9	%	20.5	%
Commercial real estate:
Commercial mortgage	13,548		13,491		14,344		.4		(5.5	)
Construction	1,710		1,558		1,420		9.8		20.4
Total commercial real estate loans	15,258		15,049		15,764		1.4		(3.2	)
Commercial lease financing (b)	4,677		4,688		4,507		(.2	)	3.8
Total commercial loans	75,918		68,032		66,745		11.6		13.7
Residential — prime loans:
Real estate — residential mortgage	7,498		7,023		5,615		6.8		33.5
Home equity loans	10,103		10,274		10,846		(1.7	)	(6.9	)
Total residential — prime loans	17,601		17,297		16,461		1.8		6.9
Consumer direct loans	3,833		3,513		2,165		9.1		77.0
Credit cards	1,041		1,130		1,086		(7.9	)	(4.1	)
Consumer indirect loans	4,805		4,674		3,721		2.8		29.1
Total consumer loans	27,280		26,614		23,433		2.5		16.4
Total loans (c), (d)	$	103,198	$	94,646	$	90,178	9.0	%	14.4	%

(a) Loan balances include $143 million, $144 million, and $135 million of commercial credit card balances at March 31, 2020, December 31, 2019, and March 31, 2019, respectively.

(b) Commercial lease financing includes receivables held as collateral for a secured borrowing of $14 million, $15 million, and $12 million at March 31, 2020, December 31, 2019, and March 31, 2019, respectively. Principal reductions are based on the cash payments received from these related receivables.

(c) Total loans exclude loans of $821 million at March 31, 2020, $865 million at December 31, 2019, and $1.0 billion at March 31, 2019, related to the discontinued operations of the education lending business.

(d) Accrued interest of $241 million, $244 million, and $279 million at March 31, 2020, December 31, 2019, and March 31, 2019, respectively, presented in "other assets" on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

Loans Held for Sale Composition
(dollars in millions)
							Percent change 3/31/2020 vs
	3/31/2020		12/31/2019		3/31/2019		12/31/2019		3/31/2019
Commercial and industrial	$	446	$	367	$	99	21.5	%	350.5	%
Real estate — commercial mortgage	1,284		772		724		66.3		77.3
Commercial lease financing	8		2		—		300.0		N/M
Real estate — residential mortgage	152		140		71		8.6		114.1
Consumer direct loans	253		53		—		377.4		N/M
Total loans held for sale (a)	$	2,143	$	1,334	$	894	60.6	%	139.7	%

(a) Total loans held for sale include Real estate — residential mortgage loans held for sale at fair value of $152 million at March 31, 2020, $140 million at December 31, 2019, and $71 million at March 31, 2019.

Summary of Changes in Loans Held for Sale
(in millions)
	1Q20			4Q19			3Q19			2Q19			1Q19
Balance at beginning of period	$	1,334		$	1,598		$	1,790		$	894		$	1,227
New originations	3,333			3,659			3,222			3,218			1,676
Transfers from (to) held to maturity, net	200			26			237			42			6
Loan sales	(2,649		)	(3,933		)	(3,602		)	(2,358		)	(2,017		)
Loan draws (payments), net	(77		)	(18		)	(49		)	(6		)	2
Valuation adjustments	2			2			—			—			—
Balance at end of period (a)	$	2,143		$	1,334		$	1,598		$	1,790		$	894

(a) Total loans held for sale include Real estate — residential mortgage loans held for sale at fair value of $152 million at March 31, 2020, $140 million at December 31, 2019, $120 million at September 30, 2019, $164 million at June 30, 2019, and $71 million at March 31, 2019.

KeyCorp Reports First Quarter 2020 Profit     

April 16, 2020

Page 22

Summary of Loan and Lease Loss Experience From Continuing Operations
(dollars in millions)
	Three months ended
	3/31/2020			12/31/2019			3/31/2019
Average loans outstanding	$	96,174		$	93,607		$	89,649
Allowance for loan and lease losses at the end of the prior period	$	900		$	893		$	883
Cumulative effect from change in accounting principle (a)	204			—			—
Allowance for loan and lease losses at the beginning of the period	1,104			893			883
Loans charged off:
Commercial and industrial	60			77			36
Real estate — commercial mortgage	3			2			5
Real estate — construction	—			1			4
Total commercial real estate loans	3			3			9
Commercial lease financing	2			1			8
Total commercial loans	65			81			53
Real estate — residential mortgage	—			—			1
Home equity loans	4			3			4
Consumer direct loans	12			11			10
Credit cards	11			10			11
Consumer indirect loans	9			10			8
Total consumer loans	36			34			34
Total loans charged off	101			115			87
Recoveries:
Commercial and industrial	5			5			10
Real estate — commercial mortgage	1			—			1
Total commercial real estate loans	1			—			1
Commercial lease financing	—			1			1
Total commercial loans	6			6			12
Real estate — residential mortgage	—			1			1
Home equity loans	2			2			2
Consumer direct loans	2			2			1
Credit cards	2			1			2
Consumer indirect loans	5			4			5
Total consumer loans	11			10			11
Total recoveries	17			16			23
Net loan charge-offs	(84		)	(99		)	(64		)
Provision (credit) for loan and lease losses	339			106			64
Allowance for loan and lease losses at end of period	$	1,359		$	900		$	883
Liability for credit losses on lending-related commitments at the end of the prior period	$	68		$	65		$	64
Liability for credit losses on contingent guarantees at the end of the prior period	7			—			—
Cumulative effect from change in accounting principle (a), (b)	66			—			—
Liability for credit losses on lending-related commitments at beginning of period	141			65			64
Provision (credit) for losses on lending-related commitments	20			3			(2		)
Liability for credit losses on lending-related commitments at end of period (c)	$	161		$	68		$	62
Total allowance for credit losses at end of period	$	1,520		$	968		$	945
Net loan charge-offs to average total loans	.35		%	.42		%	.29		%
Allowance for loan and lease losses to period-end loans	1.32			.95			.98
Allowance for credit losses to period-end loans	1.47			1.02			1.05
Allowance for loan and lease losses to nonperforming loans	215.0			156.0			161.1
Allowance for credit losses to nonperforming loans	240.5			167.8			172.4
Discontinued operations — education lending business:
Loans charged off	$	2		$	3		$	4
Recoveries	1			2			1
Net loan charge-offs	$	(1	)	(1		)	$	(3	)

(a) The cumulative effect from change in accounting principle relates to the January 1, 2020, adoption of ASU 2016-13.

(b) Excludes $4 million related to the provision for other financial assets.

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

KeyCorp Reports First Quarter 2020 Profit     

April 16, 2020

Page 23

Asset Quality Statistics From Continuing Operations
(dollars in millions)
	1Q20			4Q19			3Q19			2Q19			1Q19
Net loan charge-offs	$	84		$	99		$	196		$	65		$	64
Net loan charge-offs to average total loans	.35		%	.42		%	.85		%	.29		%	.29		%
Allowance for loan and lease losses	$	1,359		$	900		$	893		$	890		$	883
Allowance for credit losses (a)	1,520			968			958			954			945
Allowance for loan and lease losses to period-end loans	1.32		%	.95		%	.96		%	.97		%	.98		%
Allowance for credit losses to period-end loans	1.47			1.02			1.03			1.04			1.05
Allowance for loan and lease losses to nonperforming loans	215.0			156.0			152.6			158.6			161.1
Allowance for credit losses to nonperforming loans	240.5			167.8			163.8			170.1			172.4
Nonperforming loans at period end	$	632		$	577		$	585		$	561		$	548
Nonperforming assets at period end	844			715			711			608			597
Nonperforming loans to period-end portfolio loans	.61		%	.61		%	.63		%	.61		%	.61		%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets	.82			.75			.77			.66			.66

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

Summary of Nonperforming Assets and Past Due Loans From Continuing Operations
(dollars in millions)
	3/31/2020			12/31/2019			9/30/2019			6/30/2019			3/31/2019
Commercial and industrial	$	277		$	264		$	238		$	189		$	170
Real estate — commercial mortgage	87			83			92			85			82
Real estate — construction	2			2			2			2			2
Total commercial real estate loans	89			85			94			87			84
Commercial lease financing	5			6			7			7			9
Total commercial loans	371			355			339			283			263
Real estate — residential mortgage	89			48			42			62			64
Home equity loans	143			145			179			191			195
Consumer direct loans	4			4			3			3			3
Credit cards	3			3			2			2			3
Consumer indirect loans	22			22			20			20			20
Total consumer loans	261			222			246			278			285
Total nonperforming loans	632			577			585			561			548
OREO	119			35			39			38			40
Nonperforming loans held for sale	89			94			78			—			—
Other nonperforming assets	4			9			9			9			9
Total nonperforming assets	$	844		$	715		$	711		$	608		$	597
Accruing loans past due 90 days or more	128			97			54			74			118
Accruing loans past due 30 through 89 days	393			329			366			299			290
Restructured loans — accruing and nonaccruing (a)	340			347			347			395			365
Restructured loans included in nonperforming loans (a)	172			183			176			228			198
Nonperforming assets from discontinued operations — education lending business	7			7			7			7			7
Nonperforming loans to period-end portfolio loans	.61		%	.61		%	.63		%	.61		%	.61		%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets	.82			.75			.77			.66			.66

(a) 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)
	1Q20			4Q19			3Q19			2Q19			1Q19
Balance at beginning of period	$	577		$	585		$	561		$	548		$	542
Loans placed on nonaccrual status (a)	219			268			271			189			196
Charge-offs	(100		)	(114		)	(91		)	(84		)	(91		)
Loans sold	(4		)	(1		)	—			(38		)	(18		)
Payments	(31		)	(59		)	(37		)	(23		)	(22		)
Transfers to OREO	(3		)	(3		)	(4		)	(4		)	(8		)
Transfers to nonperforming loans held for sale	—			(47		)	(78		)	—			—
Transfers to other nonperforming assets	—			—			—			—			(13		)
Loans returned to accrual status	(26		)	(52		)	(37		)	(27		)	(38		)
Balance at end of period	$	632		$	577		$	585		$	561		$	548

(a) Purchase credit impaired (PCI) loans meeting nonperforming criteria were historically excluded from Key's nonperforming disclosures. As a result of CECL implementation on January 1, 2020, PCI loans became purchased credit deteriorated (PCD) loans. PCD loans that met the definition of nonperforming are now included in nonperforming disclosures, resulting in a $45 million increase in nonperforming loans in the first quarter of 2020.

KeyCorp Reports First Quarter 2020 Profit     

April 16, 2020

Page 24

Line of Business Results
(dollars in millions)
																Percentage change 1Q20 vs.
	1Q20			4Q19			3Q19			2Q19			1Q19			4Q19		1Q19
Consumer Bank
Summary of operations
Total revenue (TE)	$	820		$	825		$	833		$	825		$	805		(.6	)%	1.9	%
Provision for credit losses	140			55			48			40			45			154.5		211.1
Noninterest expense	543			552			531			552			540			(1.6	)	.6
Net income (loss) attributable to Key	105			166			194			177			168			(36.7	)	(37.5	)
Average loans and leases	35,197			34,148			32,760			31,881			31,321			3.1		12.4
Average deposits	73,320			73,561			72,995			72,303			71,288			(.3	)	2.9
Net loan charge-offs	43			43			40			40			34			—		26.5
Net loan charge-offs to average total loans	.49		%	.50		%	.48		%	.50		%	.44		%	N/A		N/A
Nonperforming assets at period end	$	342		$	306		$	354		$	366		$	365		11.8		(6.3	)
Return on average allocated equity	12.18		%	19.27		%	22.82		%	21.75		%	21.27		%	N/A		N/A
Commercial Bank
Summary of operations
Total revenue (TE)	$	629		$	771		$	779		$	760		$	702		(18.4	)%	(10.4	)%
Provision for credit losses	214			38			32			33			16			463.2		N/M
Noninterest expense	353			388			372			389			373			(9.0	)	(5.4	)
Net income (loss) attributable to Key	70			315			304			277			250			(77.8	)	(72.0	)
Average loans and leases	60,082			58,535			58,215			57,918			57,267			2.6		4.9
Average loans held for sale	1,607			1,465			1,325			1,168			1,066			9.7		50.8
Average deposits	36,058			38,224			36,204			35,960			34,417			(5.7	)	4.8
Net loan charge-offs	40			39			35			23			30			2.6		33.3
Net loan charge-offs to average total loans	.27		%	.26		%	.24		%	.16		%	.21		%	N/A		N/A
Nonperforming assets at period end	$	407		$	402		$	351		$	235		$	225		1.2		80.9
Return on average allocated equity	6.00		%	26.69		%	26.37		%	24.09		%	22.60		%	N/A		N/A

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

Notable Items
(in millions)
	Three months ended
	3/31/2020	12/31/2019			3/31/2019
Provision for credit losses	—	$	(16	)	—
Professional fees related to fraud loss	—	(4		)	—
Efficiency initiative expenses	—	—			$	(26	)
Pension settlement charge	—	(18		)	—
Total notable items	—	$	(38	)	$	(26	)
Income taxes	—	(9		)	(6		)
Total notable items, after tax	—	$	(29	)	$	(20	)

EX-99.2

KeyCorp First Quarter 2020 Earnings Review April 16, 2020 Beth E. Mooney Chris Gorman Chairman and President and Chief Executive Officer Chief Operating Officer Don Kimble Vice Chairman and 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, 2019 (“Form 10-K”) and in other filings of KeyCorp with the Securities and Exchange Commission (the “SEC”). In addition to the aforementioned factors, the COVID-19 global pandemic is adversely affecting us, our clients, and our third-party service providers, among others, and its impact may adversely affect our business and results of operations over a period of time. 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. 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, or page 80 of our Form 10-K dated December 31, 2019. GAAP: Generally Accepted Accounting Principles 2

Key’s Strong Response Business Resiliency . Executed business resiliency plans: operational effectiveness across the franchise . Dedicated team: highly engaged workforce − >11,000 team members working from home − ~85% of branches remain open for drive-thru service and appointments . Client outreach and support: playing a critical role in providing capital and assistance to clients − Offering forbearance options and temporary assistance loans for consumers − Processed over 38,000 applications for PPP small business loans . Distinctive strategy and business model: positioned to perform through adverse environments and capitalize on opportunities through recovery phase PPP= Paycheck Protection Program 3

Investor Themes . 1Q20 earnings: reflects the impact of the COVID-19 pandemic on reserves and market-based revenue Financial . Balanced interest rate positioning: hedging strategies began in 3Q18 to reduce exposure to declining rates . Strong balance sheet: relationship-oriented lending franchise coupled with strong deposit base . Moderate risk profile: significant improvement to risk profile over the past decade . Strong credit discipline: consistent underwriting standards and risk tolerances Credit Quality . Established pandemic watchlist: monitoring clients potentially impacted by COVID-19 . Implemented CECL: reflects significant change to economic scenario due to pandemic . Strong capital and liquidity: positioned to weather adverse operating environments Capital and . Stress scenarios: government-mandated and internal stress tests demonstrate Key would Liquidity remain well-capitalized through periods of significant stress . Significant liquidity and well-designed contingency funding plans: contingent liquidity of over $50 billion (liquid assets + unused borrowing capacity) to support clients 4

Financial Review 5

Financial Highlights Continuing operations, unless otherwise noted 1Q20 4Q19 1Q19 LQ ∆ Y/Y ∆ EPS – assuming dilution $ .12 $ .45 $ .38 (73) % (68) % Cash efficiency ratio (a) 62.3 % 58.7 % 61.9 % 368 bps 48 bps (a) Profitability Return on average tangible common equity 3.8 14.1 13.7 N/A (987) Return on average total assets .40 1.27 1.18 (87) (78) Net interest margin 3.01 2.98 3.13 3 (12) Common Equity Tier 1 (b) 8.95 % 9.44 % 9.81 % (49) bps (86) bps Capital Tier 1 risk-based capital (b) 10.31 10.86 10.94 (55) (63) Tangible common equity to tangible assets (a) 8.26 8.64 8.43 (38) (17) NCOs to average loans .35 % .42 % .29 % (7) bps 6 bps Asset NPLs to EOP portfolio loans .61 .61 .61 - - Quality Allowance for loan and lease losses to EOP loans 1.32 .95 .98 37 34 EOP = End of Period (a) Non-GAAP measure: see Appendix for reconciliations 6 (b) 3/31/20 ratios are estimated

Loans Total Average Loans Highlights $ in billions vs. Prior Year $100 6.00% $96 . Average loans up 7% from 1Q19 $95 5.50% − Commercial balances reflect strong C&I growth $90 $90 (+8%) driven by broad-based growth with 5.00% middle-market clients, partially offset by a $85 decline in commercial real estate 4.85% 4.32% 4.50% − Consumer loan growth (+16%) driven by $80 momentum from Laurel Road, residential mortgage, and indirect auto $75 4.00% 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 Total average loans Loan yield vs. Prior Quarter Portfolio Detail . Average loans up 3% from 4Q19 $ in billions − Driven by $7 B of commercial loan growth in C&I Consumer March, reflecting the impact of the pandemic $49 $27 − Consumer loans up 4% reflecting:  $600 MM Laurel Road originations in 1Q20 $46 $23  Record $1.3 B funded residential mortgage volume 1Q19 1Q20 1Q19 1Q20 7

Deposits Average Deposits Highlights $ in billions $120 $110 1.40% . Interest-bearing deposit costs down 14 bps from $108 4Q19, reflecting impact of lower interest rates $100 1.20% . Strong and stable deposit base 1.00% .82% $80 1.03% − 25% noninterest-bearing (a) 34% 0.80% $60 − ~65% stable retail and low-cost escrow .76% 0.60% (b) .62% − 92% loan to deposit ratio $40 0.40% vs. Prior Year $20 0.20% . Average deposits up 3% from 1Q19 $0 0.00% 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 − Growth from consumer and commercial relationships Commercial Cost of total deposits Consumer x Cost of total interest-bearing deposits − Partially offset by decline in time deposits as a result of lower interest rates 1Q20 Average Deposit Mix $ in billions vs. Prior Quarter $11.2 . Average deposit balances down 2% from 4Q19 $4.7 $27.7 Noninterest-bearing − Short-term and seasonal deposit outflows NOW and MMDA − Decline in time deposits as a result of lower Savings CDs and other time deposits interest rates $66.7 . Since February, deposit growth has funded loan growth (a) Based on period-end balances 8 (b) Represents period-end consolidated total loans and loans held for sale divided by period-end consolidated total deposits

Net Interest Income and Margin Net Interest Income & Net Interest Margin Trend (TE) Highlights $ in millions; continuing operations vs. Prior Year $985 $989 $1,000 4.0% . Net interest income up $4 MM (+.4%) from 1Q19 $900 − Largely driven by higher earning asset 3.5% balances $800 3.13% − Partially offset by lower earning asset yields 3.01% $700 vs. Prior Quarter 3.0% $600 . Net interest income up $2 MM (+.2%) from 4Q19 $500 2.5% − Largely driven by higher earning asset 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 balances Net interest income (TE)x Net Interest Margin (TE) − Partially offset by lower earning asset yields and one less day in the quarter NIM Change vs. Prior Quarter 4Q19: 2.98% Balance sheet mix .06 Interest rates (.03) Total change .03 1Q20: 3.01% TE = Taxable equivalent 9

Noninterest Income Noninterest Income Highlights vs. Prior Year $ in millions up / (down) 1Q20 vs. 1Q19 vs. 4Q19 . Noninterest income down $59 MM (-11%) from Trust and investment services income $ 133 $ 18 $ 13 1Q19 Investment banking and debt 116 6 (65) placement fees − Other income down (-$98 MM), largely driven Service charges on deposit accounts 84 2 (2) by market-related valuation adjustments for Operating lease income and other 30 (7) (9) customer derivatives and trading losses leasing gains − Partially offset by increases in trust and Corporate services income 62 7 (3) investment services income (+$18 MM) Cards and payments income 66 - (1) − Continued strength in consumer mortgage Corporate-owned life insurance 36 4 (3) income (+$9 MM) Consumer mortgage income 20 9 (1) Commercial mortgage servicing fees 18 - (1) vs. Prior Quarter Other income (88) (98) (102) Total noninterest income $ 477 $ (59) $ (174) . Noninterest income down $174 MM (-27%) from 4Q19 − Other income down (-$102 MM), largely driven by market-related valuation adjustments for customer derivatives and trading losses − Lower investment banking and debt placement fees (-$65 MM) related to seasonal flows and COVID-19 impacts − Partially offset by higher trust and investment services income (+$13 MM) 10

Noninterest Expense Noninterest Expense Highlights $ in millions favorable / (unfavorable) 1Q20 vs. 1Q19 vs. 4Q19 vs. Prior Year Personnel $ 515 $ 48 $ 36 . Noninterest expense down $32 MM (-3%) from Net occupancy 76 (4) - 1Q19 Computer processing 55 (1) (4) − Excluding notable items down $6 MM (-.6%) (a) Business services, professional fees 44 - 10 Equipment 24 - 1 . Reflects the successful implementation of expense initiatives, partially offset by expenses Operating lease expense 36 (10) (4) related to Key’s acquisition of Laurel Road in Marketing 21 (2) 6 April 2019 FDIC assessment 9 (2) (1) Intangible asset amortization 17 5 2 vs. Prior Quarter OREO expense, net 3 - - Other expense 131 (2) 3 . Noninterest expense down $49 MM (-5%) from Total noninterest expense $ 931 $ 32 $ 49 4Q19 Notable Items: − Excluding notable items down $27 MM (-3%) (a) Pension settlement charge - - 18 . Decrease from prior quarter reflects: Professional fees related to fraud loss - - 4 − Lower incentive compensation related to Efficiency initiative expenses - 26 - operating results Total noninterest expense, excl. $ 931 $ 6 $ 27 (a) notable items − Lower business services and professional fees and seasonally lower marketing expense 11 (a) Non-GAAP measure and excludes notable items: see Appendix for detail

Current Expected Credit Loss (CECL) Day 1 Implementation Day 2 . January 1, 2020 impact (a) : . Provision exceeded net charge-offs by $275 MM − $204 MM (23%) increase of Allowance for Loan . Reasonable and supportable period: 2 years and Lease Losses (ALLL) from continuing operations Qualitative Adjustment Methodology: − The overall increase in the ALLL is driven by . Base case assumptions adjusted to our longer duration consumer portfolio incorporate estimated impact from the − $57 MM increase in Reserve for Unfunded Loan pandemic, including: Commitments (RULC) − A severe downturn in economic activity, with − All former purchased credit impaired (PCI) a partial recovery later in the year loans became purchased credit deteriorated − Increased reserves were provided for certain (b) (PCD) loans customers reflecting greater impact from the  As a result of CECL, PCD loans that pandemic meet the definition of nonperforming are − Reserves reflected the impact of loan now included in nonperforming migration and growth through 3/31/20 disclosures (b) ¢ resulted in $45 MM increase in NPLs in 1Q20 . Regulatory Capital implications: − Elected to delay the impact of the transition for 2 years (phased in over 3 years beginning in 2022) (a) Resulted in $230 MM decrease of retained earnings, net of deferred taxes ($71 MM) 12 (b) PCI loans and leases meeting nonperforming criteria were historically excluded from Key’s nonperforming disclosures

Credit Quality Net Charge-offs & Provision for Credit Losses $ in millions CECL Implementation $400 1.00% $359 .80% $300 4Q19 and 3Q19 reflect $16 MM and $123 MM, respectively, from previously disclosed fraud loss .60% $200 .35% .40% .29% $100 $84 $64 $62 .20% $0 .00% 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 NCOs Provision for credit losses NCOs to avg loans NCOs to avg loans excl. fraud loss (a) Nonperforming Loans (b) Allowance for Loan and Lease Losses $ in millions $ in millions 1Q20 allowance for loan losses to $1,359 $800 2.00% $1,400 period-end loans of 1.32% 250% $632 1.60% 200% $600 $548 $1,200 161% 215% 1.20% 150% $400 $1,000 .61% .61% .80% $883 100% $200 .40% $800 50% $0 .00% 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 $600 0% NPLs NPLs to period-end loans 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 Allowance for loan Allowance for loan and NCO = Net charge-off and lease losses lease losses to NPLs (a) Excludes fraud loss in 4Q19 and 3Q19; see reconciliation in Appendix (b) Purchased credit impaired (PCI) loans and leases meeting nonperforming criteria were historically excluded from Key’s nonperforming disclosures. As a result of CECL implementation on 1/1/20, PCI loans became purchased credit deteriorated (PCD) loans. PCD loans that meet the definition of nonperforming are 13 now included in nonperforming disclosures, resulting in a $45 million increase in NPLs in 1Q20

Select Commercial Portfolio Focus Areas Active Portfolio Surveillance Portfolios in Focus . Ongoing portfolio reviews Outstandings % Total Loans . Monitoring ratings Consumer • Restaurants ($480 MM), sports, entertainment/ leisure, services, Behavior migration education, etc. $5.3 B 5.1% . Central reporting on enterprise-wide relief initiatives Travel/ • Diversified portfolio including hotels, Tourism/ tours, air/ water/ rail leasing $3.1 B 3.0% . Established pandemic watchlist and ongoing review of commercial clients at risk • All exposure has total debt/EBITDA > 4.0x − Evaluate business Leveraged or senior debt/EBITDA > 3.0x and meets the purpose test (the new debt finances a Lending $2.7 B 2.6% position as well as buyout, acquisition, or capital distribution) potential COVID • Diversified portfolio in multiple industries implications − Deferral requests automatically added • Primarily focused upstream; reserve-based Oil & Gas • Comprised of ½ oil, ½ gas $2.7 B 2.6% • Stress-tested at various price points Portfolios reviewed on a frequent and ongoing basis 14

Capital Common Equity Tier 1 (a) Highlights 11.00% . Strong capital position: CET1 ratio of 8.95% (a) at 3/31/2020 10.00% 9.81% . Capital positioned to weather adverse operating 8.95% 9.00% environments . Disciplined capital management, including 8.00% meaningful shareholder return in 1Q20: 7.00% − Quarterly common share dividend of $.185 − Completed $120 MM (c) of common share 6.00% 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 repurchases Tangible Common Equity to Tangible Assets (b) Quarterly Common Share Dividend $0.20 10.00% $.185 $.17 9.00% 8.43% $0.16 8.26% 8.00% $0.12 7.00% 6.00% $0.08 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 (a) 3/31/20 ratio is estimated and reflects Key's election to adopt the CECL optional transition provision (b) Non-GAAP measure: see Appendix for reconciliation 15 (c) Common share repurchase amount includes repurchases to offset issuances of common shares under our employee compensation plans

Second Quarter 2020 Trends & Long-term Targets Second Quarter 2020 Trend (vs. First Quarter 2020) . Average Loans: continued strong growth reflecting starting point (EOP balance) and PPP . Deposits: up linked-quarter, supporting loan growth . Net interest income: higher NII reflecting loan growth and lower NIM due to PPP . Noninterest income: − No meaningful market-related valuation adjustments expected − Non-market related fee income should be down slightly, reflecting lower activity levels − Too early to predict market-related revenues . Noninterest expense: relatively stable . Net charge-offs: expected to be at the lower end of 40-60 bps range Note: Given our inability to estimate the impact of COVID-19 on our business and operations in 2020, we are withdrawing the Company’s financial outlook for full-year 2020 that was issued on January 23, 2020. Long-term Targets Positive operating Moderate risk profile: ROTCE: Cash efficiency ratio: Net charge-offs to avg. loans leverage targeted range of 40-60 bps 16% - 19% 54% - 56% PPP= Paycheck Protection Program 16

Appendix 17

Loan Portfolio Detail, at 3/31/2020 Total Loans Commercial Loans $ in billions 3/31/20 % of total Diversified Portfolio by Industry loans Total commercial loans: Agriculture Automotive Utilities Commercial and industrial $ 56.0 54 Business Products Transportation Commercial real estate 15.3 15 Business Services C&I CRE Technology Media And Telecom Chemicals Commercial lease financing$40 4.7$18 5 Construction Total Commercial $ 75.9 74% Consumer Discretionary Residential mortgage 7.5 7 Real Estate Home equity 10.1 10 Consumer Services Consumer direct 3.8 4 Credit card 1.0 1 Equipment Public Sector Consumer indirect 4.8 5 Other Finance Total Consumer $ 27.3 26% Oil And Gas Materials/ Metals And Mining Extraction Home Equity Commercial Real Estate 2008/ Outstanding Average Average prior Balances Loan Size FICO Construction vintage . Focused on relationships with CRE owners First lien $ 6,218 62 % $ 72,368 776 13 % Second lien 3,885 38 46,123 776 24 . Aligned with targeted industry verticals Total home equity $ 10,103 . Primarily commercial mortgage; selective approach to construction . Combined weighted-average LTV at Commercial mortgage origination: 70% Fixed . Criticized non-accruals: 0.6% of period- 72% 89% Variable 50% end balances (a) 50% . $557 million in lines outstanding (9% of the home equity lines) come to end of draw period by 1Q22 3/31/2010 3/31/2020 Tables may not foot due to rounding 18 (a) Loan and lease outstandings

Investment Portfolio Average Total Investment Securities Highlights $ in billions $31.6 $31.0 . Portfolio used for funding and liquidity $32.0 2.75% management: 2.47% 2.51% ‒ Portfolio composed primarily of Fixed Rate GNMA and $24.0 2.50% GSE-backed MBS and CMOs ‒ GNMA 45% of 1Q20 average balance $16.0 2.25% ‒ Reinvestments continue to be in High Quality Liquid Assets $8.0 2.00% . Mortgage securities cash flows were not $0.0 1.75% reinvested in 1Q20, rather excess stored liquidity 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 was used to fund loan growth Average AFS securities Average yield (a) − Yields on current reinvestment opportunities would be Average HTM securities ~100bps lower than runoff yields Securities Cash Flows (b) as a % of Total Securities . Strategically positioned the portfolio to provide greater yield stability in a lower interest rate 40.0% 5.0% environment: 3.8% ‒ Grew allocation to bullet-like or locked-out securities 3.5% 4.0% 30.0% 3.5% backed by commercial mortgages by ~15% 3.0% ‒ Focused on investing in securities backed by residential mortgage collateral with lower prepayment risks 20.0% 19% 29% 2.0% ‒ Reduced exposure to net unamortized premiums on 27% mortgage securities 10.0% 1.0% ‒ Annualized cash flows ~10% lower compared to when mortgage rates were at similar levels in 2016 0.0% 0.0% . Portfolio average life of 4.2 years and duration of 1Q16 3Q16 1Q17 3Q17 1Q18 3Q18 1Q19 3Q19 1Q20 Securities cash flows as a % of total Mortgage rate (c) 3.6 years at 3/31/2020 securities (b) (a) Yield is calculated on the basis of amortized cost 19 (b) Quarterly cash flows annualized (c) Average 30-year Freddie Mac fixed mortgage rate

Asset & Liability Management Positioning Active hedging moderates interest rate risk, protecting and enhancing net interest income 1Q20 Balance Sheet Highlights (a) Actively Managing Interest Rate Risk Position . Exposure to declining rates increased in 1Q20, driven Loan Composition Deposit Mix by market dislocation and widening of LIBOR/ Fed Funds spread Prime Noninterest- − Elevated 1M LIBOR rate benefits near term earnings, while Fixed 12% bearing 33% 25% increasing forward declining rate risk when measured 1 month Interest- against unchanged rates LIBOR bearing − NII decline of ~4% for a ramped 100 bps decrease from Other 42% 75% 6% current rates over 12 months (subject to 25 bps floor) 3 month LIBOR . Total Hedge portfolio of $25.2 B at 3/31/2020 7% − Executed $1.0 B swaps in 1Q20 . Attractive business model with relationship-oriented − Terminated $4.2 B of swaps with 2020 maturities and lending franchise $3.9 B of interest rate floors to lock in gains − Distinctive commercial capabilities drive C&I growth and 1Q20 ~67% floating-rate loan mix $17.6 B $7.3 B $.3 B − Laurel Road and residential mortgage enhances fixed rate loan volumes with attractive client profile A/LM Swaps Debt Swaps Floors . Strong, low-cost deposit base . Hedging beginning in 3Q18 significantly reduced impact − ~65% stable retail and low-cost escrow of recent rate movements (~$22 B in executions through 1Q20) − >85% from markets where Key maintains top-5 deposit or branch share . Evaluating opportunities to protect and enhance NII through new hedging and/or modifying existing positions . $30 B securities portfolio structured to provide greater yield stability in a lower rate environment ‒ Current swap curve limits benefit of additional near term hedging ‒ Zero floors on LIBOR in significant portions of floating rate loan book reduces exposure to negative short term rates 20 (a) Loan, deposit and securities portfolio statistics based on 3/31/2020 ending balances

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% .38% 2.9% .40% .32% 2.7% 2.0% .20% .13% .12% .00% .0% 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 30 – 89 days delinquent 90+ days delinquent Metric (b) 1Q20 4Q19 3Q19 2Q19 1Q19 Delinquencies to EOP total loans: 30-89 days .38 % .35 % .39 % .33 % .32 % Delinquencies to EOP total loans: 90+ days .12 .10 .06 .08 .13 NPLs to EOP portfolio loans .61 .61 .63 .61 .61 NPAs to EOP portfolio loans + OREO + Other NPAs .82 .75 .77 .66 .66 Allowance for loan losses to period-end loans 1.32 .95 .96 .97 .98 Allowance for loan losses to NPLs 215.0 156.0 152.6 158.6 161.1 (a) Loan and lease outstandings 21 (b) From continuing operations

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 allowance offs loans (%) (%) $ in millions (%) 3/31/20 1Q20 1Q20 1Q20 3/31/20 3/31/20 3/31/20 3/31/20 Commercial and industrial (a) $ 55,983 $ 49,466 $ 55 .45% $ 277 $ 542 .97% 195.67% Commercial real estate: Commercial Mortgage 13,548 13,548 2 .06 87 207 1.53 237.93 Construction 1,710 1,666 - - 2 25 1.46 N/M Commercial lease financing (c) 4,677 4,565 2 .18 5 44 .94 880.00 Real estate – residential mortgage 7,498 7.215 - - 89 89 1.19 100.00 Home equity 10,103 10,155 2 .08 143 184 1.82 128.67 Consumer direct loans 3,833 3,709 10 1.08 4 116 3.03 N/M Credit cards 1,041 1,082 9 3.35 3 104 9.99 N/M Consumer indirect loans 4,805 4,768 4 .34 22 48 1.00 218.18 Continuing total $ 103,198 $ 96,174 $ 84 .35% $ 632 $ 1,359 1.32% 215.03% Discontinued operations 821 838 1 .48 7 43 5.24 614.29 Consolidated total $ 104,019 $ 97,012 $ 85 .35% $ 639 $ 1,402 1.35% 219.41% N/M = Not meaningful (a) Commercial and industrial ending loan balances include $143 million of commercial credit card balances at March 31, 2020; commercial and industrial average balances include $145 million of assets from commercial credit cards for the three months ended March 31, 2020 (b) Net loan charge-off amounts are annualized in calculation (c) Commercial lease financing includes receivables held as collateral for a secured borrowing of $14 million at March 31, 2020. Principal reductions are based on 22 the cash payments received from these related receivables

CECL Implementation 1Q20 CECL ALLL Impact by Portfolio Pre-ASC 326 Impact of As Reported Ending ALLL Adoption ASC 326 Under ASC 326 Provision Charge-offs Recoveries March 31, 2020 $ in millions ALLL Adoption ALLL 12/31/19 1/1/20 1/1/20 3/31/20 3/31/20 3/31/20 3/31/20 Commercial Commercial and industrial $ 551 $ (141) $ 410 $ 187 $ (60) $ 5 $ 542 Real estate – commercial mortgage 143 16 159 50 (3) 1 207 Real estate – construction 22 (7) 15 10 -- 25 Commercial lease financing 35 8 43 3 (2) - 44 Total commercial loans $ 751 $ (124) $ 627 $ 250 $ (65) $ 6 $ 818 Consumer Real estate – residential mortgage 7 77 84 5 -- 89 Home equity loans 31 147 178 8 (4) 2 184 Consumer direct loans 34 63 97 29 (12) 2 116 Credit cards 47 35 82 31 (11) 2 104 Consumer indirect loans 30 6 36 16 (9) 5 48 Total consumer loans $ 149 $ 328 $ 477 $ 89 $ (36) $ 11 $ 541 Total ALLL – continuing operations 900 204 1,104 339 (101) 17 1,359 Discontinued operations 10 31 41 3 (2) 1 43 Total ALLL $ 910 $ 235 $ 1,145 $ 342 $ (103) $ 18 $ 1,402 Note: Tables may not foot due to rounding 23

GAAP to Non-GAAP Reconciliation Three months ended $ in millions 3/31/2020 12/31/2019 3/31/2019 Notable Items Provision for credit losses -$ (16) - - Professional fees related to fraud loss - (4) - Efficiency initiative expenses - -$ (26) Pension settlement charge - (18) - Total notable items -$ (38) $ (26) Income taxes - (9) (6) Total notable items after tax -$ (29) $ (20) Tangible common equity to tangible assets at period end Key shareholders' equity (GAAP) $ 17,411 $ 17,038 $ 15,924 Less: Intangible assets (a) 2,894 2,910 2,804 Preferred Stock (b) 1,856 1,856 1,421 Tangible common equity (non-GAAP) $ 12,661 $ 12,272 $ 11,699 Total assets (GAAP) $ 156,197 $ 144,988 $ 141,515 Less: Intangible assets (a) 2,894 2,910 2,804 Tangible assets (non-GAAP) $ 153,303 $ 142,078 $ 138,711 Tangible common equity to tangible assets ratio (non-GAAP) 8.26% 8.64% 8.43% Pre-provision net revenue Net interest income (GAAP) $ 981 $ 979 $ 977 Plus: Taxable-equivalent adjustment 8 8 8 Noninterest income 477 651 536 Less: Noninterest expense 931 980 963 Pre-provision net revenue from continuing operations (non-GAAP) $ 535 $ 658 $ 558 Average tangible common equity Average Key shareholders' equity (GAAP) $ 17,216 $ 17,178 $ 15,702 Less: Intangible assets (average) (c) 2,902 2,919 2,813 Preferred Stock (average) 1,900 1,900 1,450 Average tangible common equity (non-GAAP) $ 12,414 $ 12,359 $ 11,439 Return on average tangible common equity from continuing operations Net income (loss) from continuing operations attributable to Key common shareholders (GAAP) $ 118 $ 439 $ 386 Plus: Notable items, after tax - 29 20 Net income (loss) from continuing operations attributable to Key common shareholders excl. notable items $ 118 $ 468 $ 406 Average tangible common equity (non-GAAP) 12,414 12,359 11,439 Return on average tangible common equity from continuing operations (non-GAAP) 3.82% 14.09% 13.69% Return on average tangible common equity from continuing operations excl. notable items (non-GAAP) 3.82% 15.02% 14.39% (a) For the three months ended March 31, 2020, December 31, 2019, and March 31, 2019, intangible assets exclude $6 million, $7 million, and $12 million, respectively, of period-end purchased credit card receivables (b) Net of capital surplus (c) For the three months ended March 31, 2020, December 31, 2019, and March 31, 2019, intangible assets exclude $7 million, $8 million, and $13 million, 24 respectively, of average purchased credit card receivables

GAAP to Non-GAAP Reconciliation PAGE TWO: Three months ended $ in millions 3/31/2020 12/31/2019 3/31/2019 Net loan charge-offs to average total loans excluding notable items Net loan charge-offs (GAAP) $ 84 $ 99 $ 64 Less: Notable items - 16 - Net loan charge-offs excluding notable items (non-GAAP) $ 84 $ 83 $ 64 Average loans outstanding $ 96,174 $ 93,607 $ 89,649 Net loan charge-offs to average loans excluding notable items (non-GAAP) .35% .35% .29% Provision for credit losses excluding notable items Provision for credit losses (GAAP) $ 359 $ 109 $ 62 Less: Notable items -$ 16 - Provision for credit losses excluding notable items (non-GAAP) $ 359 $ 93 $ 62 Cash efficiency ratio Noninterest expense (GAAP) $ 931 $ 980 $ 963 Less: Intangible asset amortization 17 19 22 Adjusted noninterest expense (non-GAAP) $ 914 $ 961 $ 941 Less: Notable items - 22 26 Adjusted noninterest expense (non-GAAP) $ 914 $ 939 $ 915 Net interest income (GAAP) $ 981 $ 979 $ 977 Plus: Taxable-equivalent adjustment 8 8 8 Noninterest income 477 651 536 Total taxable-equivalent revenue (non-GAAP) $ 1,466 $ 1,638 $ 1,521 Cash efficiency ratio (non-GAAP) 62.3% 58.7% 61.9% Cash efficiency ratio excluding notable items (non-GAAP) 62.3% 57.3% 60.2% 25

EX-99.3

Exhibit 99.3

Consolidated Balance Sheets
(dollars in millions)
			3/31/2020			12/31/2019			3/31/2019
Assets
	Loans		$	103,198		$	94,646		$	90,178
	Loans held for sale		2,143			1,334			894
	Securities available for sale		20,807			21,843			20,854
	Held-to-maturity securities		9,638			10,067			11,234
	Trading account assets		795			1,040			979
	Short-term investments		4,073			1,272			2,511
	Other investments		679			605			646
		Total earning assets	141,333			130,807			127,296
	Allowance for loan and lease losses		(1,359		)	(900		)	(883		)
	Cash and due from banks		865			732			611
	Premises and equipment		791			814			849
	Goodwill		2,664			2,664			2,516
	Other intangible assets		236			253			300
	Corporate-owned life insurance		4,243			4,233			4,184
	Accrued income and other assets		6,604			5,494			5,596
	Discontinued assets		820			891			1,046
		Total assets	$	156,197		$	144,988		$	141,515
Liabilities
	Deposits in domestic offices:
		NOW and money market deposit accounts	$	71,005		$	66,714		$	61,380
		Savings deposits	4,753			4,651			4,839
		Certificates of deposit ($100,000 or more)	5,630			6,598			8,396
		Other time deposits	4,623			5,054			5,573
		Total interest-bearing deposits	86,011			83,017			80,188
		Noninterest-bearing deposits	29,293			28,853			27,987
		Total deposits	115,304			111,870			108,175
	Federal funds purchased and securities sold under repurchase agreements		2,444			387			266
	Bank notes and other short-term borrowings		4,606			705			679
	Accrued expense and other liabilities		2,700			2,540			2,301
	Long-term debt		13,732			12,448			14,168
		Total liabilities	138,786			127,950			125,589
Equity
	Preferred stock		1,900			1,900			1,450
	Common shares		1,257			1,257			1,257
	Capital surplus		6,222			6,295			6,259
	Retained earnings		12,174			12,469			11,771
	Treasury stock, at cost		(4,956		)	(4,909		)	(4,283		)
	Accumulated other comprehensive income (loss)		814			26			(530		)
		Key shareholders’ equity	17,411			17,038			15,924
	Noncontrolling interests		—			—			2
		Total equity	17,411			17,038			15,926
Total liabilities and equity			$	156,197		$	144,988		$	141,515
Common shares outstanding (000)			975,319			977,189			1,013,186

Consolidated Statements of Income
(dollars in millions, except per share amounts)
			Three months ended
			3/31/2020			12/31/2019		3/31/2019
Interest income
	Loans		$	1,026		$	1,046	$	1,066
	Loans held for sale		19			17		13
	Securities available for sale		129			137		129
	Held-to-maturity securities		62			63		68
	Trading account assets		8			8		8
	Short-term investments		6			12		16
	Other investments		1			2		4
		Total interest income	1,251			1,285		1,304
Interest expense
	Deposits		169			201		202
	Federal funds purchased and securities sold under repurchase agreements		6			1		1
	Bank notes and other short-term borrowings		5			4		4
	Long-term debt		90			100		120
		Total interest expense	270			306		327
Net interest income			981			979		977
Provision for credit losses			359			109		62
Net interest income after provision for credit losses			622			870		915
Noninterest income
	Trust and investment services income		133			120		115
	Investment banking and debt placement fees		116			181		110
	Service charges on deposit accounts		84			86		82
	Operating lease income and other leasing gains		30			39		37
	Corporate services income		62			65		55
	Cards and payments income		66			67		66
	Corporate-owned life insurance income		36			39		32
	Consumer mortgage income		20			21		11
	Commercial mortgage servicing fees		18			19		18
	Other income		(88		)	14		10
		Total noninterest income	477			651		536
Noninterest expense
	Personnel		515			551		563
	Net occupancy		76			76		72
	Computer processing		55			51		54
	Business services and professional fees		44			54		44
	Equipment		24			25		24
	Operating lease expense		36			32		26
	Marketing		21			27		19
	FDIC assessment		9			8		7
	Intangible asset amortization		17			19		22
	OREO expense, net		3			3		3
	Other expense		131			134		129
		Total noninterest expense	931			980		963
Income (loss) from continuing operations before income taxes			168			541		488
	Income taxes		23			75		82
Income (loss) from continuing operations			145			466		406
	Income (loss) from discontinued operations, net of taxes		1			3		1
Net income (loss)			146			469		407
	Less: Net income (loss) attributable to noncontrolling interests		—			—		—
Net income (loss) attributable to Key			$	146		$	469	$	407
Income (loss) from continuing operations attributable to Key common shareholders			$	118		$	439	$	386
Net income (loss) attributable to Key common shareholders			119			442		387
Per common share
Income (loss) from continuing operations attributable to Key common shareholders			$	.12		$	.45	$	.38
Income (loss) from discontinued operations, net of taxes			—			—		—
Net income (loss) attributable to Key common shareholders (a)			.12			.45		.38
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders			$	.12		$	.45	$	.38
Income (loss) from discontinued operations, net of taxes			—			—		—
Net income (loss) attributable to Key common shareholders (a)			.12			.45		.38
Cash dividends declared per common share			$	.185		$	.185	$	.17
Weighted-average common shares outstanding (000)			967,446			973,450		1,006,717
	Effect of common share options and other stock awards		8,664			10,911		9,787
Weighted-average common shares and potential common shares outstanding (000) (b)			976,110			984,361		1,016,504

(a) Earnings per share may not foot due to rounding.

(b) Assumes conversion of common share options and other stock awards and/or convertible preferred stock, as applicable.

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Cover Page	Apr. 16, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 16, 2020
Entity Registrant Name	KeyCorp
Entity Incorporation, State or Country Code	OH
Entity File Number	001-11302
Entity Tax Identification Number	34-6542451
Entity Address, Address Line One	127 Public Square,
Entity Address, City or Town	Cleveland,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44114-1306
City Area Code	216
Local Phone Number	689-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000091576
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Shares, $1 par value
Trading Symbol	KEY
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)
Trading Symbol	KEY PrI
Security Exchange Name	NYSE
Series F Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)
Trading Symbol	KEY PrJ
Security Exchange Name	NYSE
Series G Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)
Trading Symbol	KEY PrK
Security Exchange Name	NYSE