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

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

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

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


    Selected Financial Highlights


    dollars in millions, except per share data                                                                              Change 1Q17 vs.

                                                                                                 1Q17     4Q16   1Q16     4Q16         1Q16
                                                                                                 ----     ----   ----     ----         ----

    Income (loss) from continuing operations attributable to Key common shareholders                        $296             $213             $182          39.0% 62.6%

     Income (loss) from continuing operations attributable to Key common shareholders per common
      share -assuming dilution                                                                        .27             .20      .22             35.0 22.7

    Return on average total assets from continuing operations                                        .99%           .69%    .80%             N/A         N/A

     Common Equity Tier 1 ratio (non-GAAP) (a), (b)                                                  9.87            9.54    11.07              N/A         N/A

    Book value at period end                                                                              $12.71           $12.58           $12.79          1.0%% (.6)%

    Net interest margin (TE) from continuing operations                                             3.13%          3.12%   2.89%             N/A         N/A



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


    (b)                                           3/31/2017 ratio
                                                  is  estimated.


    TE = Taxable Equivalent, N/A = Not Applicable



    INCOME STATEMENT HIGHLIGHTS


    Revenue


    dollars in millions                                     Change 1Q17 vs.

                                1Q17     4Q16   1Q16     4Q16         1Q16
                                ----     ----   ----     ----         ----

    Net interest income (TE)               $929             $948              $612         (2.0)% 51.8%

    Noninterest income               577             618      431            (6.6)% 33.9%
                                     ---             ---      ---             -----   ----

    Total revenue                        $1,506           $1,566            $1,043         (3.8)% 44.4%
                                         ======           ======            ======


     TE = Taxable Equivalent

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

Taxable-equivalent net interest income was $929 million for the first quarter of 2017, and the net interest margin was 3.13%, compared to taxable-equivalent net interest income of $612 million and a net interest margin of 2.89% for the first quarter of 2016, reflecting the benefit from the First Niagara acquisition, including purchase accounting accretion, as well as higher earning asset yields and balances.

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

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


    Noninterest Income


    dollars in millions                                                                  Change 1Q17 vs.

                                                              1Q17     4Q16  1Q16     4Q16        1Q16
                                                              ----     ----  ----     ----        ----

    Trust and investment services income                                $135            $123               $109                 9.8%     23.9%

    Investment banking and debt placement fees                     127            157      71             (19.1)       78.9

    Service charges on deposit accounts                             87             84      65                3.6        33.8

    Operating lease income and other leasing gains                  23             21      17                9.5        35.3

    Corporate services income                                       54             61      50             (11.5)        8.0

    Cards and payments income                                       65             69      46              (5.8)       41.3

    Corporate-owned life insurance income                           30             40      28             (25.0)        7.1

    Consumer mortgage income                                         6              6       2                        -       200.0

    Mortgage servicing fees                                         18             20      12             (10.0)       50.0

    Net gains (losses) from principal investing                      1              4       -            (75.0)               N/M

    Other income                                                    31             33      31              (6.1)                 -
                                                                   ---            ---     ---

    Total noninterest income                                            $577            $618               $431               (6.6)%     33.9%
                                                                        ====            ====               ====

    Merger-related charges                                           -             9       -                     N/M                 N/M

    Total noninterest income excluding merger-related charges           $577            $609               $431               (5.3)%     33.9%
                                                                        ====            ====               ====


    N/M = Not Meaningful

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

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


    Noninterest Expense


    dollars in millions                                                                         Change 1Q17 vs.

                                                                    1Q17     4Q16   1Q16     4Q16         1Q16
                                                                    ----     ----   ----     ----         ----

    Personnel expense                                                          $556             $648             $404         (14.2)% 37.6%

    Nonpersonnel expense                                                 457             572      299           (20.1)  52.8
                                                                         ---             ---      ---            -----   ----

         Total noninterest expense                                           $1,013           $1,220             $703          (17.0)  44.1
                                                                             ======           ======             ====


    Merger-related charges                                                81             207       24           (60.9) 237.5


         Total noninterest expense excluding merger-related charges            $932           $1,013             $679          (8.0)% 37.3%
                                                                               ====           ======             ====


    N/M = Not Meaningful

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

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

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

BALANCE SHEET HIGHLIGHTS


    Average Loans


    dollars in millions                                       Change 1Q17 vs.

                                  1Q17      4Q16   1Q16     4Q16         1Q16
                                  ----      ----   ----     ----         ----

    Commercial and industrial (a)          $40,002          $39,495           $31,590         1.3% 26.6%

    Other commercial loans          22,175           21,617   13,111               2.6   69.1

    Home equity loans               12,611           12,812   10,240             (1.6)  23.2

    Other consumer loans            11,345           11,436    5,215              (.8) 117.5
                                    ------           ------    -----

    Total loans                            $86,133          $85,360           $60,156          .9% 43.2%
                                           =======          =======           =======



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

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

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


    Average Deposits


    dollars in millions                                                Change 1Q17 vs.

                                               1Q17    4Q16    1Q16   4Q16          1Q16
                                               ----    ----    ----   ----          ----

    Non-time deposits                                  $91,745         $94,414            $65,637            (2.8)%  39.8%

    Certificates of deposit ($100,000 or more) 5,627           5,428   2,761                3.7   103.8

    Other time deposits                        4,706           4,849   3,200              (2.9)   47.1
                                               -----           -----   -----               ----    ----

                              Total deposits         $102,078        $104,691            $71,598            (2.5)%  42.6%
                                                 ===


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


    N/A = Not Applicable

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

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


    ASSET QUALITY


    dollars in millions                                                                       Change 1Q17 vs.

                                                                   1Q17     4Q16  1Q16      4Q16        1Q16
                                                                   ----     ----  ----      ----        ----

    Net loan charge-offs                                                      $58              $72             $46              (19.4)%       26.1%

    Net loan charge-offs to average total loans                        .27%          .34%    .31%                   N/A                 N/A

    Nonperforming loans at period end (a)                                    $573             $625            $676                (8.3)      (15.2)

    Nonperforming assets at period end (a)                              623            676      692           (7.8)     (10.0)

    Allowance for loan and lease losses                                 870            858      826             1.4         5.3

    Allowance for loan and lease losses to nonperforming loans (a)   151.8%        137.3%  122.2%                   N/A                 N/A

    Provision for credit losses                                               $63              $66             $89               (4.5)%     (29.2)%


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


    N/A = Not Applicable

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

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

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

CAPITAL

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



    Capital Ratios


                              3/31/2017 12/31/2016 3/31/2016
                              --------- ---------- ---------

    Common Equity Tier 1 (a),
     (b)                          9.87%                9.54%  11.07%

    Tier 1 risk-based
     capital (a)                  10.70                 10.89    11.38

    Total risk based capital
     (a)                          12.64                 12.85    13.12

    Tangible common equity to
     tangible assets (b)           8.51                  8.09     9.97

    Leverage (a)                   9.81                  9.90    10.73


    (a)                  3/31/2017 ratio is estimated.


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

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

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


    Summary of Changes in Common Shares Outstanding


    in thousands                                                                                                                                                 Change 1Q17 vs.

                                                                                                                          1Q17       4Q16       1Q16            4Q16          1Q16
                                                                                                                          ----       ----       ----            ----          ----

    Shares outstanding at beginning of period                                                                            1,079,314              1,082,055         835,751                (.3)%        29.1%

    Open market repurchases and return of shares under employee compensation
     plans                                                                                                       (8,673)               (4,380)               -                     98.0           N/M

    Shares issued under employee compensation plans (net of cancellations)                                                   6,270                  1,642           6,539                281.9         (4.1)

    Common shares exchanged for Series A Preferred Stock                                                          20,568                      -               -                      N/M          N/M

    Common shares issued to acquire First Niagara                                                                      -                   (3)               -                      N/M          N/M
                                                                                                                     ---                   ---              ---                      ---          ---

                                                                             Shares outstanding at end of period           1,097,479              1,079,314         842,290                 1.7%        30.3%
                                                                                                                         =========


    N/M = Not Meaningful

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

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

LINE OF BUSINESS RESULTS

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


    Major Business Segments


    dollars in millions                                                                         Change 1Q17 vs.

                                                                     1Q17     4Q16   1Q16     4Q16         1Q16
                                                                     ----     ----   ----     ----         ----

    Revenue from continuing operations (TE)
    --------------------------------------

    Key Community Bank                                                       $908             $902               $595                    .7%          52.6%

    Key Corporate Bank                                                 579             630      425              (8.1)          36.2

    Other Segments                                                      28              38       21             (26.3)          33.3
                                                                       ---             ---      ---              -----           ----

                                  Total segments                       1,515           1,570    1,041              (3.5)          45.5

    Reconciling Items                                                  (9)            (4)       2                         N/M                   N/M
                                                                       ---             ---      ---                         ---                   ---

                                  Total                                      $1,506           $1,566             $1,043                 (3.8)%          44.4%
                                                                 ===


    Income (loss) from continuing operations attributable to Key
    ------------------------------------------------------------

    Key Community Bank                                                       $147             $108                $74                  36.1%          98.6%

    Key Corporate Bank                                                 181             222      118             (18.5)          53.4

    Other Segments                                                      21              34       15             (38.2)          40.0
                                                                       ---             ---      ---              -----           ----

                                  Total segments                         349             364      207              (4.1)          68.6

    Reconciling Items (a)                                             (25)          (131)    (20)                        N/M                   N/M
                                                                       ---            ----      ---                         ---                   ---

                                  Total                                        $324             $233               $187                  39.1%          73.3%
                                                                 ===


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


    TE = Taxable Equivalent, N/M = Not Meaningful



    Key Community Bank



    dollars in millions                                                                            Change 1Q17 vs.

                                                                1Q17           4Q16   1Q16                         4Q16            1Q16
                                                                ----           ----   ----                         ----            ----

    Summary of operations

    Net interest income (TE)                                                  $631                          $629                    $399             .3%         58.1%

    Noninterest income                                               277        273          196                           1.5              41.3
                                                                     ---        ---          ---                           ---              ----

                         Total revenue (TE)                            908        902          595                            .7              52.6

    Provision for credit losses                                       47         48           42                         (2.1)             11.9

    Noninterest expense                                              627        682          436                         (8.1)             43.8
                                                                     ---        ---          ---                          ----              ----

                         Income (loss) before income taxes (TE)        234        172          117                          36.0             100.0

    Allocated income taxes (benefit) and TE adjustments               87         64           43                          35.9             102.3
                                                                     ---        ---          ---                          ----             -----

                         Net income (loss) attributable to Key                  $147                          $108                     $74           36.1%         98.6%
                                                                     ===                   ===                          ===


    Average balances

    Loans and leases                                               $47,036                $47,031                       $30,789                 -          52.8%

    Total assets                                                  50,962     50,939       32,856                             -             55.1

    Deposits                                                      79,393     79,358       52,803                             -             50.4


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


    TE = Taxable Equivalent



    Additional Key Community Bank Data


    dollars in millions                                                                                 Change 1Q17 vs.

                                                                            1Q17      4Q16   1Q16     4Q16         1Q16
                                                                            ----      ----   ----     ----         ----

    Noninterest income

    Trust and investment services income                                              $98              $88                  $73          11.4%   34.2%

    Service charges on deposit accounts                                        75               71       54                  5.6    38.9

    Cards and payments income                                                  55               59       43                (6.8)   27.9

    Other noninterest income                                                   49               55       26               (10.9)   88.5
                                                                              ---              ---      ---                -----    ----

                           Total noninterest income                                    $277             $273                 $196           1.5%   41.3%
                                                                              ===


    Average deposit balances

    NOW and money market deposit accounts                                         $45,027          $44,368              $29,432           1.5%   53.0%

    Savings deposits                                                        5,268            5,326    2,340                (1.1)  125.1

    Certificates of deposit ($100,000 or more)                              3,878            3,659    2,120                  6.0    82.9

    Other time deposits                                                     4,692            4,836    3,197                (3.0)   46.8

    Noninterest-bearing deposits                                           20,528           21,169   15,714               (3.0)%   30.6
                                                                           ------           ------   ------                -----    ----

                           Total deposits                                           $79,393          $79,358              $52,803              -   50.4%
                           ============


    Home equity loans

    Average balance                                                               $12,456          $12,560              $10,037

    Combined weighted-average loan-to-value ratio (at date of origination)    70%             71%     71%

    Percent first lien positions                                               60               57       61


    Other data

    Branches                                                                1,216            1,217      961

    Automated teller machines                                               1,594            1,593    1,249

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


    --  Positive operating leverage compared to prior year
    --  Net income increased $73 million, or 98.6%, from prior year
    --  Average commercial and industrial loans increased $5.1 billion, or
        39.3%, from the prior year
    --  Average deposits increased $26.6 billion, or 50.4%, from the prior year

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

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

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

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

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


    Key Corporate Bank



    dollars in millions                                                                              Change 1Q17 vs.

                                                                      1Q17        4Q16   1Q16       4Q16         1Q16
                                                                      ----        ----   ----       ----         ----

    Summary of operations

    Net interest income (TE)                                                     $304               $333                 $218                  (8.7)%        39.4%

    Noninterest income                                                  275                297        207                (7.4)          32.9
                                                                        ---                ---        ---                 ----           ----

                   Total revenue (TE)                                     579                630        425                (8.1)          36.2

    Provision for credit losses                                          17                 20         43               (15.0)        (60.5)

    Noninterest expense                                                 303                326        237                (7.1)          27.8
                                                                        ---                ---        ---                 ----           ----

                   Income (loss) before income taxes (TE)                 259                284        145                (8.8)          78.6

    Allocated income taxes and TE adjustments                            78                 63         27                 23.8          188.9
                                                                        ---                ---        ---                 ----          -----

                   Net income (loss)                                      181                221        118               (18.1)          53.4

    Less: Net income (loss) attributable to noncontrolling interests      -               (1)         -                          N/M                    N/M
                                                                        ---               ---        ---                          ---                    ---

                   Net income (loss) attributable to Key                           $181               $222                 $118                 (18.5)%        53.4%
                                                                        ===


    Average balances

    Loans and leases                                                          $37,737            $36,770              $27,722                    2.6%        36.1%

    Loans held for sale                                               1,097              1,223        811               (10.3)          35.3

    Total assets                                                     44,167             43,210     33,413                  2.2           32.2

    Deposits                                                         21,003             23,172     18,074               (9.4)%         16.2%


    TE = Taxable Equivalent, N/M = Not Meaningful



    Additional Key Corporate Bank Data


    dollars in millions                                                         Change 1Q17 vs.

                                                        1Q17     4Q16 1Q16    4Q16        1Q16
                                                        ----     ---- ----    ----        ----

    Noninterest income

    Trust and investment services income                        $37           $35                 $36               5.7%   2.8%

    Investment banking and debt placement fees            124           154     70              (19.5)      77.1

    Operating lease income and other leasing gains         21            18     13                16.7       61.5


    Corporate services income                              38            43     38              (11.6)               -

    Service charges on deposit accounts                    12            12     11                       -         9.1

    Cards and payments income                              10             9      3                11.1      233.3
                                                          ---           ---    ---                         -----

                           Payments and services income      60            64     52               (6.3)      15.4


    Mortgage servicing fees                                16            18     12              (11.1)      33.3

    Other noninterest income                               17             8     24               112.5     (29.2)
                                                          ---           ---    ---               -----

                           Total noninterest income              $275          $297                $207             (7.4)%  32.9%
                                                          ===

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


    --  Average loan and lease balances up $10 billion, or 36.1%, from the prior
        year
    --  Revenue up $154 million, or 36.2%, from the prior year
    --  Noninterest income up $68 million, or 32.9%, from the prior year

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

Taxable-equivalent net interest income increased by $86 million, or 39.4%, compared to the first quarter of 2016. Average loan and lease balances increased $10 billion, or 36.1%, from the year-ago quarter, primarily driven by the First Niagara acquisition as well as growth in commercial and industrial loans. Average deposit balances increased $2.9 billion, or 16.2%, from the year-ago quarter, mostly driven by the First Niagara acquisition.

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

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

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

Other Segments

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

*****

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

Key provides deposit, lending, cash management, insurance, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of more than 1,200 branches and more than 1,500 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank is Member FDIC.


    This earnings release contains forward-
     looking statements within the meaning of
     the Private Securities Litigation Reform
     Act of 1995. These statements do not relate
     strictly to historical or current facts.
     Forward-looking statements usually can be
     identified by the use of words such as
     "goal," "objective," "plan," "expect,"
     "assume," "anticipate," "intend,"
     "project," "believe," "estimate," or other
     words of similar meaning. Forward-looking
     statements provide our current expectations
     or forecasts of future events,
     circumstances, results, or aspirations.
     Forward-looking statements, by their
     nature, are subject to assumptions, risks
     and uncertainties, many of which are
     outside of our control. Our actual results
     may differ materially from those set forth
     in our forward-looking statements. There
     is no assurance that any list of risks and
     uncertainties or risk factors is complete.
     Factors that could cause Key's actual
     results to differ from those described in
     the forward-looking statements can be
     found in KeyCorp's Form 10-K for the year
     ended December 31, 2016, as well as in
     KeyCorp's subsequent SEC filings, all of
     which have been filed with the Securities
     and Exchange Commission (the "SEC") and are
     available on Key's website (www.key.com/
     ir) and on the SEC's website (www.sec.gov).
      These factors may include, among others:
      deterioration of commercial real estate
     market fundamentals, adverse changes in
     credit quality trends, declining asset
     prices, a reversal of the U.S. economic
     recovery due to financial, political, or
     other shocks, and the extensive and
     increasing regulation of the U.S. financial
     services industry. Any forward-looking
     statements made by us or on our behalf
     speak only as of the date they are made and
     we do not undertake any obligation to
     update any forward-looking statement to
     reflect the impact of subsequent events or
     circumstances.
    --------------------------------------------

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/ir at 9:00 a.m. ET, on Thursday, April 20, 2017. An audio replay of the call will be available through April 30, 2017.

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



                                                        Financial Highlights

                                           (dollars in millions, except per share amounts)

                                                            Three months ended

                                           3/31/2017                12/31/2016              3/31/2016
                                           ---------                ----------              ---------

    Summary of operations

                  Net interest
                  income (TE)                   $929                                              $948                $612

                  Noninterest
                  income               577                                  618                             431
                                     ---

                 Total revenue (TE)          1,506                                    1,566                     1,043

                  Provision for
                  credit losses         63                                   66                              89

                  Noninterest
                  expense            1,013                                1,220                             703

                 Income (loss)
                  from
                  continuing
                  operations
                  attributable
                  to Key               324                                  233                             187

                 Income (loss)
                  from
                  discontinued
                  operations,
                  net of taxes
                  (a)                    -                                 (4)                              1

                  Net income
                  (loss)
                  attributable
                  to Key               324                                  229                             188


                 Income (loss)
                  from
                  continuing
                  operations
                  attributable
                  to Key common
                  shareholders         296                                  213                             182

                 Income (loss)
                  from
                  discontinued
                  operations,
                  net of taxes
                  (a)                    -                                 (4)                              1

                 Net income
                  (loss)
                  attributable
                  to Key common
                  shareholders         296                                  209                             183


    Per common share

                 Income (loss)
                  from
                  continuing
                  operations
                  attributable
                  to Key common
                  shareholders                  $.28                                              $.20                $.22

                 Income (loss)
                  from
                  discontinued
                  operations,
                  net of taxes
                  (a)                    -                                   -                              -

                 Net income
                  (loss)
                  attributable
                  to Key common
                  shareholders
                  (b)                  .28                                  .20                             .22


                 Income (loss)
                  from
                  continuing
                  operations
                  attributable
                  to Key common
                  shareholders
                  -assuming
                  dilution             .27                                  .20                             .22

                 Income (loss)
                  from
                  discontinued
                  operations,
                  net of taxes
                  -assuming
                  dilution (a)           -                                   -                              -

                 Net income
                  (loss)
                  attributable
                  to Key common
                  shareholders
                  -assuming
                  dilution (b)         .27                                  .19                             .22


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

                  Book value at
                  period end         12.71                                12.58                           12.79

                  Tangible book
                  value at
                  period end         10.21                                 9.99                           11.52

                  Market price
                  at period end      17.78                                18.27                           11.04


    Performance ratios

                  From
                  continuing
                  operations:

                  Return on
                  average total
                  assets              .99%                                .69%                           .80%

                  Return on
                  average
                  common equity       8.76                                 6.22                            6.86

                 Return on
                  average
                  tangible
                  common equity
                  (c)                10.98                                 7.88                            7.64

                  Net interest
                  margin (TE)         3.13                                 3.12                            2.89

                  Cash
                  efficiency
                  ratio (c)           65.8                                 76.2                            66.6


                  From
                  consolidated
                  operations:

                  Return on
                  average total
                  assets              .98%                                .67%                           .79%

                  Return on
                  average
                  common equity       8.76                                 6.10                            6.90

                 Return on
                  average
                  tangible
                  common equity
                  (c)                10.98                                 7.73                            7.68

                  Net interest
                  margin (TE)         3.11                                 3.09                            2.83

                  Loan to
                  deposit (d)         85.6                                 85.2                            85.7


    Capital ratios at period end

                  Key
                  shareholders'
                  equity to
                  assets            11.14%                              11.17%                         11.25%

                  Key common
                  shareholders'
                  equity to
                  assets             10.37                                 9.95                           10.95

                  Tangible
                  common equity
                  to tangible
                  assets (c)          8.51                                 8.09                            9.97

                  Common Equity
                  Tier 1 (c),
                  (e)                 9.87                                 9.54                           11.07

                  Tier 1 risk-
                  based capital
                  (e)                10.70                                10.89                           11.38

                  Total risk-
                  based capital
                  (e)                12.64                                12.85                           13.12

                 Leverage (e)         9.81                                 9.90                           10.73



                                                                         Financial Highlights (continued)

                                                                              (dollars in millions)

                                                                                                                        Three months ended

                                                                                                          3/31/2017       12/31/2016               3/31/2016
                                                                                                          ---------       ----------               ---------

    Asset quality - from continuing operations

                                           Net loan charge-offs                           $58                                     $72                               $46

                                            Net loan charge-offs to
                                            average loans                     .27%                             .34%                         .31%

                                            Allowance for loan and lease
                                            losses                                       $870                                    $858                              $826

                                           Allowance for credit losses         918                               913                           895

                                            Allowance for loan and lease
                                            losses to period-end loans       1.01%                            1.00%                        1.37%

                                            Allowance for credit losses
                                            to period-end loans               1.07                              1.06                          1.48

                                            Allowance for loan and lease
                                            losses to nonperforming
                                            loans (f)                        151.8                             137.3                         122.2

                                            Allowance for credit losses
                                            to nonperforming loans (f)       160.2                             146.1                         132.4

                                            Nonperforming loans at
                                            period end (f)                               $573                                    $625                              $676

                                            Nonperforming assets at
                                            period end (f)                     623                               676                           692

                                            Nonperforming loans to
                                            period-end portfolio loans
                                            (f)                               .67%                             .73%                        1.12%

                                            Nonperforming assets to
                                            period-end portfolio loans
                                            plus OREO and other
                                            nonperforming assets (f)           .72                               .79                          1.14


    Trust assets

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


    Other data

                                            Average full-time
                                            equivalent employees            18,386                            18,849                        13,403

                                           Branches                          1,216                             1,217                           961


    Taxable-equivalent adjustment                                              $11                                   $10                                     $8


    (a)                    In April 2009, management decided to
                           wind down the operations of Austin
                           Capital Management, Ltd., a
                           subsidiary that specialized in
                           managing hedge fund investments for
                           institutional customers. In September
                           2009, management decided to
                           discontinue the education lending
                           business conducted through Key
                           Education Resources, the education
                           payment and financing unit of KeyBank
                           National Association.


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


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


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


    (e)                   3/31/2017 ratio is estimated.


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


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

GAAP to Non-GAAP Reconciliations
(dollars in millions)

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

The tangible common equity ratio and the return on average tangible common equity ratio have been a focus for some investors, and management believes these ratios may assist investors in analyzing Key's capital position without regard to the effects of intangible assets and preferred stock. Traditionally, the banking regulators have assessed bank and bank holding company capital adequacy based on both the amount and the composition of capital, the calculation of which is prescribed in federal banking regulations. In October 2013, the federal banking regulators published the final Basel III capital framework for U.S. banking organizations (the "Regulatory Capital Rules"). The Regulatory Capital Rules require higher and better-quality capital and introduced a new capital measure, "Common Equity Tier 1," a non-GAAP financial measure. The mandatory compliance date for Key as a "standardized approach" banking organization began on January 1, 2015, subject to transitional provisions extending to January 1, 2019.

Common Equity Tier 1 is not formally defined by GAAP and is considered to be a non-GAAP financial measure. Since analysts and banking regulators may assess Key's capital adequacy using tangible common equity and Common Equity Tier 1, management believes it is useful to enable investors to assess Key's capital adequacy on these same bases. The table also reconciles the GAAP performance measures to the corresponding non-GAAP measures.

The table also shows the computation for pre-provision net revenue, which is not formally defined by GAAP. Management believes that eliminating the effects of the provision for credit losses makes it easier to analyze the results by presenting them on a more comparable basis.

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

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

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.


                                                                                                          Three months ended

                                                                                       3/31/2017   12/31/2016    3/31/2016
                                                                                       ---------   ----------    ---------

    Tangible common equity to tangible assets at period end

                  Key shareholders' equity
                  (GAAP)                                             $14,976                               $15,240                   $11,066

                 Less:                         Intangible assets
                                               (a)                     2,751                    2,788                      1,077

                  Preferred Stock
                  (b)                                      1,009                   1,640                        281
                                                           -----                   -----                        ---

                  Tangible common
                  equity (non-
                  GAAP)                                              $11,216                               $10,812                    $9,708
                                                                     =======                               =======                    ======


                 Total assets (GAAP)                                $134,476                              $136,453                   $98,402

                 Less:                         Intangible assets
                                               (a)                     2,751                    2,788                      1,077
                                              -------------

                  Tangible assets
                  (non-GAAP)                                        $131,725                              $133,665                   $97,325
                                                                    ========                              ========                   =======


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


    Common Equity Tier 1 at period end

                  Key shareholders' equity
                  (GAAP)                                             $14,976                               $15,240                   $11,066

                 Less:                         Preferred Stock
                                               (b)                     1,009                    1,640                        281
                                              -------------

                 Common Equity
                  Tier 1 capital
                  before
                  adjustments and
                  deductions                              13,967                  13,600                     10,785

                 Less:                         Goodwill, net of
                                               deferred taxes          2,386                    2,405                      1,033

                  Intangible
                  assets, net of
                  deferred taxes                             189                     155                         35

                  Deferred tax
                  assets                                       6                       4                          1

                 Net unrealized
                  gains (losses)
                  on available-
                  for-sale
                  securities, net
                  of deferred
                  taxes                                    (179)                  (185)                        70

                 Accumulated gains
                  (losses) on cash
                  flow hedges, net
                  of deferred
                  taxes                                     (75)                   (52)                        46

                 Amounts in
                  accumulated
                  other
                  comprehensive
                  income (loss)
                  attributed to

                                               pension and postretirement benefit
                                               costs, net of deferred taxes                (336)                     (339)       (365)
                                                                                            ----                       ----         ----

                  Total Common
                  Equity Tier 1
                  capital (c)                                        $11,976                               $11,612                    $9,965
                                                                     =======                               =======                    ======


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


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


    Pre-provision net revenue

                  Net interest income
                  (GAAP)                                                $918                                  $938                      $604

                 Plus:                         Taxable-
                                               equivalent
                                               adjustment                 11                       10                          8

                  Noninterest
                  income                                     577                     618                        431

                 Less:                         Noninterest
                                               expense                 1,013                    1,220                        703

                 Pre-provision
                  net revenue from
                  continuing
                  operations (non-
                  GAAP)                                                 $493                                  $346                      $340
                                                                        ====                                  ====                      ====

                 Plus:                         Merger-related
                                               charges                    81                      198                         24
                                              -------------

                 Pre-provision
                  net revenue from
                  continuing
                  operations
                  excluding
                  merger-related
                  charges (non-
                  GAAP)                                                 $574                                  $544                      $364
                                                                        ====                                  ====                      ====



                                                                                    GAAP to Non-GAAP Reconciliations (continued)

                                                                                                (dollars in millions)

                                                                                                                                                                      Three months ended

                                                                                                                                                   3/31/2017  12/31/2016     3/31/2016
                                                                                                                                                   ---------  ----------     ---------

    Average tangible common equity

                 Average Key shareholders' equity (GAAP)                                                                             $15,184                            $14,901                    $10,953

                 Less:                                                                         Intangible assets (average) (d)         2,772                 2,874                       1,079

                 Preferred Stock (average)                                                                                                             1,480                      1,274          290
                                                                                                                                                       -----                      -----          ---

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


    Return on average tangible common equity from continuing operations

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

                 Add:                                                                          Merger-related charges, after tax          51                   124                          15

                  Net income (loss) from continuing
                  operations attributable to Key common
                  shareholders excluding

                 merger-related charges (non-GAAP)                                                                                      $347                               $337                       $197
                                                                                                                                        ====                               ====                       ====


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


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


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


    Return on average tangible common equity consolidated

                  Net income (loss) attributable to Key
                  common shareholders (GAAP)                                                                                            $296                               $209                       $183

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


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


    Noninterest expense excluding merger-related charges

                 Noninterest expense (GAAP)                                                                                           $1,013                             $1,220                       $703

                 Less:                                                                         Merger-related charges                     81                   207                          24
                                                                                                                                                         ---

                 Noninterest expense excluding merger-related charges (non-GAAP)                                                        $932                             $1,013                       $679
                                                                                                                                        ====                             ======                       ====


    Earnings per common share (EPS) excluding merger-related charges

                  EPS from continuing operations
                  attributable to Key common
                  shareholders  -assuming dilution                                                                                      $.27                               $.20                       $.22

                 Add:                                                                          EPS impact of merger-related charges      .05                   .11                         .02
                                                                                                                                                         ---

                 EPS from continuing operations attributable to Key common shareholders

                 excluding merger-related charges (non-GAAP)                                                                            $.32                               $.31                       $.24
                                                                                                                                        ====                               ====                       ====


    Cash efficiency ratio

                 Noninterest expense (GAAP)                                                                                           $1,013                             $1,220                       $703

                 Less:                                                                         Intangible asset amortization              22                    27                           8
                                                                                                                                                         ---

                 Adjusted noninterest expense (non-GAAP)                                                                                                 991                      1,193          695

                 Less:                                                                         Merger-related charges                     81                   207                          24
                                                                                                                                                         ---

                 Adjusted noninterest expense excluding merger-related charges (non-GAAP)                                               $910                               $986                       $671
                                                                                                                                        ====                               ====                       ====


                 Net interest income (GAAP)                                                                                             $918                               $938                       $604

                 Plus:                                                                         Taxable-equivalent adjustment              11                    10                           8

                 Noninterest income                                                                                                                      577                        618          431
                                                                                                                                                         ---                        ---          ---

                 Total taxable-equivalent revenue (non-GAAP)                                                                                           1,506                      1,566        1,043

                 Add:                                                                          Merger-related charges                      -                  (9)                          -

                  Adjusted total taxable-equivalent revenue excluding merger-related charges
                  (non-GAAP)                                                                                                          $1,506                             $1,557                     $1,043
                                                                                                                                      ======                             ======                     ======


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


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


    Return on average total assets from continuing operations excluding merger-related charges

                  Income from continuing operations
                  attributable to Key (GAAP)                                                                                            $324                               $233                       $187

                 Add:                                                                          Merger-related charges, after tax          51                   124                          15

                 Income from continuing operations attributable to Key excluding merger-related

                 charges, after tax (non-GAAP)                                                                                          $375                               $357                       $202
                                                                                                                                        ====                               ====                       ====


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


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


                           GAAP to Non-GAAP Reconciliations (continued)

                                       (dollars in millions)

                                                           Three months ended
                                                           ------------------

                                                                    3/31/2017
                                                                    ---------

    Common Equity Tier 1 under the
     Regulatory Capital Rules ("RCR")
     (estimates)

                  Common Equity
                  Tier 1 under
                  current RCR                                           $11,976

                 Adjustments
                  from current
                  RCR to the
                  fully phased-
                  in RCR:

                  Deferred tax assets and
                  other intangible assets (e)                            (50)
                                                                          ---

                  Common Equity Tier 1
                  anticipated under the fully
                  phased-in RCR (f)                                     $11,926
                                                                        =======


                  Net risk-
                  weighted
                  assets under
                  current RCR                                          $121,305

                 Adjustments
                  from current
                  RCR to the
                  fully phased-
                  in RCR:

                  Mortgage servicing assets
                  (g)                                                     597

                 Deferred tax assets                                       92

                 Volcker funds                                          (172)

                 All other assets                                        (72)

                  Total risk-weighted assets
                  anticipated under the fully
                  phased-in RCR (f)                                    $121,750
                                                                       ========


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


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


    (b)                     Net of capital surplus.


    (c)                     3/31/17 amount is estimated.


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


    (e)                      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.


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


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


    GAAP = U.S. generally accepted accounting principles



                                                                  Consolidated Balance Sheets

                                                                     (dollars in millions)


                                                                                  3/31/2017   12/31/2016    3/31/2016
                                                                                  ---------   ----------    ---------

    Assets

                                    Loans                                             $86,125                                 $86,038                     $60,438

                                     Loans held for
                                     sale                                  1,384                      1,104                        684

                                     Securities
                                     available for
                                     sale                                 18,431                     20,212                     14,304

                                     Held-to-
                                     maturity
                                     securities                           10,186                     10,232                      5,003

                                     Trading account
                                     assets                                  921                        867                        765

                                     Short-term
                                     investments                           2,525                      2,775                      5,436

                                    Other investments                        689                        738                        643
                                                                           ---

                                    Total earning assets                            120,261                    121,966                 87,273

                                     Allowance for
                                     loan and lease
                                     losses                                (870)                     (858)                     (826)

                                     Cash and due from
                                     banks                                   549                        677                        474

                                     Premises and
                                     equipment                               935                        978                        750

                                     Operating lease
                                     assets                                  563                        540                        362

                                    Goodwill                               2,427                      2,446                      1,060

                                     Other intangible
                                     assets                                  362                        384                         57

                                     Corporate-owned
                                     life insurance                        4,087                      4,068                      3,557

                                    Derivative assets                        578                        803                      1,065

                                     Accrued income
                                     and other assets                      4,064                      3,864                      2,849

                                     Discontinued
                                     assets                                1,520                      1,585                      1,781
                                                                         -----

                                    Total assets                                     $134,476                                $136,453                     $98,402
                                                                                     ========                                ========                     =======


    Liabilities

                                     Deposits in
                                     domestic
                                     offices:

                                     NOW and money market deposit
                                     accounts                                         $55,095                                 $54,590                     $38,946

                                    Savings deposits                                  6,306                      6,491                  2,385

                                     Certificates of deposit ($100,000
                                     or more)                                         5,859                      5,483                  3,095

                                    Other time deposits                               4,694                      4,698                  3,259
                                                                                      -----                      -----                  -----

                                    Total interest-bearing deposits                  71,954                     71,262                 47,685

                                    Noninterest-bearing deposits                     32,028                     32,825                 25,697

                                    Total deposits                                  103,982                    104,087                 73,382

                                    Federal funds
                                     purchased and
                                     securities sold
                                     under repurchase
                                     agreements                              442                      1,502                        374

                                     Bank notes and
                                     other short-
                                     term borrowings                         943                        808                        615

                                     Derivative
                                     liabilities                             255                        636                        790

                                     Accrued expense
                                     and other
                                     liabilities                           1,552                      1,796                      1,410

                                    Long-term debt                        12,324                     12,384                     10,760

                                    Total liabilities                               119,498                    121,213                 87,331


    Equity

                                    Preferred stock                        1,025                      1,665                        290

                                    Common shares                          1,257                      1,257                      1,017

                                    Capital surplus                        6,287                      6,385                      3,818

                                    Retained earnings                      9,584                      9,378                      9,042

                                     Treasury stock,
                                     at cost                             (2,623)                   (2,904)                   (2,888)

                                     Accumulated other
                                     comprehensive
                                     income (loss)                         (554)                     (541)                     (213)

                                    Key shareholders' equity                         14,976                     15,240                 11,066

                                     Noncontrolling
                                     interests                                 2                          -                         5
                                                                           ---

                                    Total equity                                     14,978                     15,240                 11,071
                                                                                     ------                     ------                 ------

    Total liabilities and equity                                        $134,476                                $136,453                          $98,402
                                                                        ========                                ========                          =======


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


                                                                                         Consolidated Statements of Income

                                                                                  (dollars in millions, except per share amounts)

                                                                                                                                                                                            Three months ended

                                                                                                                                                                                     3/31/2017   12/31/2016   3/31/2016
                                                                                                                                                                                     ---------   ----------   ---------

    Interest income

                                                                                        Loans                                                         $877                            $898                              $562

                                                                                        Loans held for sale                                 13                       11                   8

                                                                                        Securities available for sale                       95                       92                  75

                                                                                        Held-to-maturity securities                         51                       44                  24

                                                                                        Trading account assets                               7                        6                   7

                                                                                        Short-term investments                               3                        5                   4

                                                                                        Other investments                                    4                        6                   3
                                                                                                                                         ---

                                                                                        Total interest income                            1,050                    1,062                 683


    Interest expense

                                                                                        Deposits                                            58                       57                  31

                                                                                         Federal funds purchased and securities
                                                                                         sold under repurchase agreements                    1                        1                   -

                                                                                         Bank notes and other short-term
                                                                                         borrowings                                          5                        3                   2

                                                                                        Long-term debt                                      68                       63                  46
                                                                                                                                         ---

                                                                                        Total interest expense                             132                      124                  79


    Net interest income                                                                                                       918                       938                      604

    Provision for credit losses                                                                                                63                        66                       89
                                                                                                                              ---                       ---                      ---

    Net interest income after provision for credit losses                                                                     855                       872                      515


    Noninterest income

                                                                                        Trust and investment services income               135                      123                 109

                                                                                         Investment banking and debt placement
                                                                                         fees                                              127                      157                  71

                                                                                        Service charges on deposit accounts                 87                       84                  65

                                                                                         Operating lease income and other leasing
                                                                                         gains                                              23                       21                  17

                                                                                        Corporate services income                           54                       61                  50

                                                                                        Cards and payments income                           65                       69                  46

                                                                                        Corporate-owned life insurance income               30                       40                  28

                                                                                        Consumer mortgage income                             6                        6                   2

                                                                                        Mortgage servicing fees                             18                       20                  12

                                                                                         Net gains (losses) from principal
                                                                                         investing                                           1                        4                   -

                                                                                        Other income (a)                                    31                       33                  31
                                                                                                                                         ---

                                                                                        Total noninterest income                           577                      618                 431


    Noninterest expense

                                                                                        Personnel                                          556                      648                 404

                                                                                        Net occupancy                                       87                      112                  61

                                                                                        Computer processing                                 60                       97                  43

                                                                                        Business services and professional fees             46                       78                  41

                                                                                        Equipment                                           27                       30                  21

                                                                                        Operating lease expense                             19                       17                  13

                                                                                        Marketing                                           21                       35                  12

                                                                                        FDIC assessment                                     20                       23                   9

                                                                                        Intangible asset amortization                       22                       27                   8

                                                                                        OREO expense, net                                    2                        3                   1

                                                                                        Other expense                                      153                      150                  90
                                                                                                                                         ---

                                                                                        Total noninterest expense                        1,013                    1,220                 703
                                                                                                                                         -----                    -----                 ---

    Income (loss) from continuing operations before income taxes                                                              419                       270                      243

                                                                                        Income taxes                                        94                       38                  56
                                                                                                                                         ---

    Income (loss) from continuing operations                                                                                  325                       232                      187

                                                                                         Income (loss) from discontinued
                                                                                         operations, net of taxes                            -                     (4)                  1
                                                                                                                                         ---

    Net income (loss)                                                                                                         325                       228                      188

                                                                                         Less:  Net income (loss) attributable to
                                                                                         noncontrolling interests                            1                      (1)                  -
                                                                                                                                         ---

    Net income (loss) attributable to Key                                                                                                 $324                                 $229                             $188
                                                                                                                                          ====                                 ====                             ====


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

    Net income (loss) attributable to Key common shareholders                                                                 296                       209                      183


    Per common share

    Income (loss) from continuing operations attributable to Key common shareholders                                                      $.28                                 $.20                             $.22

    Income (loss) from discontinued operations, net of taxes                                                                    -                        -                       -

    Net income (loss) attributable to Key common shareholders (b)                                                             .28                       .20                      .22


    Per common share - assuming dilution

    Income (loss) from continuing operations attributable to Key common shareholders                                                      $.27                                 $.20                             $.22

    Income (loss) from discontinued operations, net of taxes                                                                    -                        -                       -

    Net income (loss) attributable to Key common shareholders (b)                                                             .27                       .19                      .22


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


    Weighted-average common shares outstanding (000)                                                                    1,068,609                 1,067,771                  827,381

                                                                                         Effect of common share options and other
                                                                                         stock awards                                   17,931                   15,946               7,679
                                                                                                                                      ------

    Weighted-average common shares and potential common shares outstanding (000) (c)                                    1,086,540                 1,083,717                  835,060
                                                                                                                        =========                 =========                  =======


    (a)                                                                                  For the three months ended March 31, 2017, net securities gains (losses) totaled $1
                                                                                         million. For the three months ended December 31, 2016, net securities gains
                                                                                         (losses) totaled $6 million. For the three months ended March 31, 2016, net
                                                                                         securities gains (losses) totaled less than $1 million. For the three months ended
                                                                                         March 31, 2017, December 31, 2016, and March 31, 2016, Key did not have any
                                                                                         impairment losses related to securities.


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


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


                                                                                                Consolidated Average Balance Sheets, and Net Interest Income and Yields/Rates From Continuing Operations

                                                                                                                                          (dollars in millions)


                                                                                                           First Quarter 2017                                                     Fourth Quarter 2016                                                 First Quarter 2016

                                                                                              Average                                                       Average                                                      Average

                                                                                              Balance         Interest (a)   Yield/Rate (a)                 Balance    Interest (a)   Yield/Rate (a)                     Balance         Interest (a)   Yield/Rate (a)
                                                                                                        -----------    --------------                 -------    -----------    --------------                   -------        -----------    --------------

    Assets

                      Loans: (b), (c)

                      Commercial and industrial (d)                     $40,002                 $373                       3.77%                                                  $39,495                                   $365                       3.68%                                        $31,590                   $263 3.35%

                      Real estate - commercial mortgage          15,187           164            4.39                                       14,771                       168                             4.50                             8,138                               77                3.78

                      Real estate - construction                  2,353            26            4.54                                        2,222                        37                             6.72                             1,016                               10                4.11

                      Commercial lease financing                  4,635            44            3.76                                        4,624                        50                             4.34                             3,957                               36                3.65
                                                                -----

                      Total commercial loans                                           62,177                       607                          3.95                                        61,112                   620                        4.04                                  44,701                  386       3.47

                      Real estate - residential mortgage          5,520            54            3.94                                        5,554                        57                             4.17                             2,236                               24                4.18

                      Home equity loans                          12,611           131            4.22                                       12,812                       129                             3.99                            10,240                              103                4.06

                      Consumer direct loans                       1,762            30            6.97                                        1,785                        31                             6.84                             1,593                               26                6.53

                      Credit cards                                1,067            29           11.06                                        1,088                        29                            10.78                               784                               21               10.72

                      Consumer indirect loans                     2,996            37            4.91                                        3,009                        42                             5.50                               602                               10                6.44
                                                                -----

                      Total consumer loans                                             23,956                       281                          4.75                                        24,248                   288                        4.73                                  15,455                  184       4.76
                                                                                       ------                       ---                          ----                                        ------                   ---                        ----                                  ------                  ---       ----

                      Total loans                                                      86,133                       888                          4.17                                        85,360                   908                        4.24                                  60,156                  570       3.80

                      Loans held for sale                         1,188            13            4.28                                        1,323                        11                             3.39                               826                                8                4.02

                      Securities available for sale (b), (e)     19,181            95            1.95                                       20,145                        92                             1.82                            14,207                               75                2.12

                      Held-to-maturity securities (b)             9,988            51            2.04                                        9,121                        44                             1.95                             4,817                               24                2.01

                      Trading account assets                        968             7            2.75                                          892                         6                             2.54                               817                                7                3.50

                      Short-term investments                      1,610             3             .79                                        3,717                         5                              .49                             3,432                                4                 .46

                      Other investments (e)                         709             4            2.26                                          741                         6                             3.23                               647                                3                1.73
                                                                  ---

                      Total earning assets                                            119,777                     1,061                          3.57                                       121,299                 1,072                        3.52                                  84,902                  691       3.27

                      Allowance for loan and lease losses         (855)                                   (855)                                                                   (803)

                      Accrued income and other assets            13,819                                   13,984                                                                   10,378

                      Discontinued assets                         1,540                                    1,610                                                                    1,804
                                                                -----

                      Total assets                                                             $134,281                                                                                  $136,038                                                                       $96,281
                                                                                               ========                                                                                  ========                                                                       =======


    Liabilities

                      NOW and money market deposit accounts             $54,295           32                  .24                                                   $55,444                               31                   .22                                               $37,708                    15           .16

                      Savings deposits                            6,351             1             .10                                        6,546                         2                              .10                             2,349                                -                .02

                       Certificates of deposit ($100,000 or
                       more) (f)                                  5,627            16            1.16                                        5,428                        15                             1.11                             2,761                               10                1.37

                      Other time deposits                         4,706             9             .76                                        4,849                         9                              .77                             3,200                                6                 .79

                      Total interest-bearing deposits                                  70,979                        58                           .33                                        72,267                    57                         .32                                  46,018                   31        .27

                      Federal funds purchased and securities        795             1             .32                                          592                         1                              .11                               437                                -                .07
                              sold under repurchase agreements

                       Bank notes and other short-term
                       borrowings                                 1,802             5            1.06                                          934                         3                             1.11                               591                                2                1.63

                      Long-term debt (f), (g)                    10,833            68            2.54                                       10,914                        63                             2.38                             8,566                               46                2.19
                                                               ------

                      Total interest-bearing liabilities                               84,409                       132                           .63                                        84,707                   124                         .58                                  55,612                   79        .57
                                                                                       ------                       ---                           ---                                        ------                   ---                         ---                                  ------                  ---        ---

                      Noninterest-bearing deposits               31,099                                   32,424                                                                   25,580

                      Accrued expense and other liabilities       2,048                                    2,394                                                                    2,322

                      Discontinued liabilities (g)                1,540                                    1,610                                                                    1,804
                                                                -----

                      Total liabilities                                               119,096                                                             121,135                                                            85,318

    Equity

                      Key shareholders' equity                   15,184                                   14,901                                                                   10,953

                      Noncontrolling interests                        1                                        2                                                                       10
                                                                  ---

                      Total equity                                                     15,185                                                              14,903                                                            10,963

                      Total liabilities and equity                                             $134,281                                                                                  $136,038                                                                       $96,281
                                                                                               ========                                                                                  ========                                                                       =======

    Interest rate spread (TE)                                                                                                                 2.94%                                                             2.94%                                                             2.70%
                                                                                                                                               ====                                                               ====                                                               ====

    Net interest income (TE) and net interest margin (TE)                                                                           929                     3.13%                                                  948                       3.12%                                            612                  2.89%
                                                                                                                                                            ====                                                                             ====                                                                  ====

    TE adjustment (b)                                                                                                                11                                                                      10                                                               8
                                                                                                                                    ---                                                                     ---                                                             ---

                      Net interest income, GAAP basis                           $918                                                                    $938                                                                           $604



    (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 35%.


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


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


    (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



                                                                Noninterest Expense

                                                               (dollars in millions)


                                                                                                  Three months ended

                                                                                     3/31/2017          12/31/2016          3/31/2016
                                                                                     ---------          ----------          ---------

    Personnel (a)                                                                                $556                                   $648        $404

    Net occupancy                                                                           87                          112                      61

    Computer processing                                                                     60                           97                      43

    Business services and professional fees                                                 46                           78                      41

    Equipment                                                                               27                           30                      21

    Operating lease expense                                                                 19                           17                      13

    Marketing                                                                               21                           35                      12

    FDIC assessment                                                                         20                           23                       9

    Intangible asset amortization                                                           22                           27                       8

    OREO expense, net                                                                        2                            3                       1

    Other expense                                                                          153                          150                      90
                                                                                           ---                          ---                     ---

    Total noninterest expense                                                                  $1,013                                 $1,220        $703
                                                                                               ======                                 ======        ====

    Merger-related charges (b)                                                              81                          207                      24

    Total noninterest expense excluding merger-related charges                                   $932                                 $1,013        $679
                                                                                                 ====                                 ======        ====

    Average full-time equivalent employees (c)                                          18,386                       18,849                  13,403



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


    (b)                   Additional detail provide in
                          Merger-Related Charges table
                          below.


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



                                         Personnel Expense

                                           (in millions)


                                      Three months ended

                         3/31/2017          12/31/2016         3/31/2016
                         ---------          ----------         ---------

    Salaries and
     contract labor                  $324                                 $352             $244

    Incentive and stock-
     based compensation        127                         185                  89

    Employee benefits           96                          98                  68

    Severance                    9                          13                   3
                               ---                         ---                 ---

    Total personnel
     expense                         $556                                 $648             $404
                                     ====                                 ====             ====

    Merger-related
     charges                    30                          80                  16

    Total personnel
     expense excluding
     merger-related
     charges                         $526                                 $568             $388
                                     ====                                 ====             ====



                                   Merger-Related Charges

                                       (in millions)


                                     Three months ended

                         3/31/2017          12/31/2016         3/31/2016
                         ---------          ----------         ---------

    Other income                 -                                    $9             -
                               ---                                   ---           ---

    Noninterest income           -                          9                   -


    Personnel                         $30                              80              $16

    Net occupancy                5                          29                   -

    Business services
     and professional
     fees                        5                          22                   7

    Computer processing          5                          38                   -

    Marketing                    6                          13                   1

    Other nonpersonnel
     expense                    30                          25                   -
                               ---                         ---                 ---

    Noninterest expense         81                         207                  24
                               ---                         ---                 ---

    Total merger-
     related charges                  $81                                 $198              $24
                                      ===                                 ====              ===


                                                              Loan Composition

                                                            (dollars in millions)


                                                                                                        Percent change 3/31/2017
                                                                                                                      vs.

                                       3/31/2017 12/31/2016   3/31/2016           12/31/2016   3/31/2016
                                       --------- ----------   ---------           ----------   ---------

    Commercial and industrial (a), (b)              $40,112                           $39,768                                $31,976         .9% 25.4%

    Commercial real estate:

    Commercial mortgage                   15,260                  15,111                 8,364                                    1.0   82.4

    Construction                           2,270                   2,345                   841                                  (3.2) 169.9
                                           -----                   -----                   ---                                   ----  -----

    Total commercial real estate loans    17,530                  17,456                 9,205                                     .4   90.4

    Commercial lease financing (c)         4,665                   4,685                 3,934                                   (.4)  18.6
                                           -----                   -----                 -----                                    ---   ----

    Total commercial loans                62,307                  61,909                45,115                                     .6   38.1

    Residential - prime loans:

    Real estate - residential mortgage     5,507                   5,547                 2,234                                   (.7) 146.5

    Home equity loans                     12,541                  12,674                10,149                                  (1.0)  23.6
                                          ------                  ------                ------                                   ----   ----

    Total residential - prime loans       18,048                  18,221                12,383                                   (.9)  45.7

    Consumer direct loans                  1,735                   1,788                 1,579                                  (3.0)   9.9

    Credit cards                           1,037                   1,111                   782                                  (6.7)  32.6

    Consumer indirect loans                2,998                   3,009                   579                                   (.4) 417.8
                                           -----                   -----                   ---                                    ---  -----

    Total consumer loans                  23,818                  24,129                15,323                                  (1.3)  55.4
                                          ------                  ------                ------                                   ----   ----

    Total loans (d), (e)                            $86,125                           $86,038                                $60,438         .1% 42.5%
                                                    =======                           =======                                =======         ===   ====



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


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


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


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


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



                                            Loans Held for Sale Composition

                                                 (dollars in millions)


                                                                                 Percent change
                                                                                3/31/2017 vs.

                                       3/31/2017   12/31/2016   3/31/2016   12/31/2016   3/31/2016
                                       ---------   ----------   ---------   ----------   ---------

    Commercial and industrial                            $171                       $19            $103               800.0%  66.0%

    Real estate - commercial mortgage      1,150                     1,022           562            12.5       104.6

    Commercial lease financing                 1                         -            -                  N/M         N/M

    Real estate - residential mortgage        62                        62            19                     -       226.3

    Real estate - construction                 -                        1             -                  N/M         N/M
                                             ---                      ---           ---                  ---         ---

    Total loans held for sale (a)                      $1,384                    $1,104            $684                25.4% 102.3%
                                                       ======                    ======            ====



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


    N/M = Not Meaningful



                                                     Summary of Changes in Loans Held for Sale

                                                                   (in millions)


                                              1Q17        4Q16        3Q16         2Q16        1Q16
                                              ----        ----        ----         ----        ----

    Balance at beginning of period                        $1,104                                $1,137               $442             $684 $639

    Purchases                                       -                      -                       48          -                 -

    New originations                            2,563                   2,846                     2,857      1,539              1,114

    Transfers from (to) held to maturity, net      17                      11                         2         22                  -

    Loan sales                                (2,299)                (2,889)                  (2,180)   (1,802)           (1,108)

    Loan draws (payments), net                    (1)                    (1)                     (32)       (1)                39


    Balance at end of period (a)                          $1,384                                $1,104             $1,137             $442 $684
                                                          ======                                ======             ======             ==== ====



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


                                                                   Asset Quality Statistics From Continuing Operations

                                                                                  (dollars in millions)


                                                                                                1Q17     4Q16       3Q16     2Q16 1Q16
                                                                                                ----     ----       ----     ---- ----

    Net loan charge-offs                                                                                   $58                       $72            $44            $43  $46

    Net loan charge-offs to average total loans                                                   .27%                 .34%        .23%    .28%          .31%

    Allowance for loan and lease losses                                                                   $870                      $858           $865           $854 $826

    Allowance for credit losses (a)                                                                918                   913          918      904            895

    Allowance for loan and lease losses to period-end loans                                      1.01%                1.00%       1.01%   1.38%         1.37%

    Allowance for credit losses to period-end loans                                               1.07                  1.06         1.07     1.46           1.48

    Allowance for loan and lease losses to nonperforming loans (b)                               151.8                 137.3        119.6    138.0          122.2

    Allowance for credit losses to nonperforming loans (b)                                       160.2                 146.1        127.0    146.0          132.4

    Nonperforming loans at period end (b)                                                                 $573                      $625           $723           $619 $676

    Nonperforming assets at period end (b)                                                         623                   676          760      637            692

    Nonperforming loans to period-end portfolio loans (b)                                         .67%                 .73%        .85%   1.00%         1.12%

    Nonperforming assets to period-end portfolio loans plus                                        .72                   .79          .89     1.03           1.14

           OREO and other nonperforming assets (b)



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


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




                                  Summary of Loan and Lease Loss Experience From Continuing Operations

                                                          (dollars in millions)


                                                               Three months ended

                                             3/31/2017   12/31/2016    3/31/2016
                                             ---------   ----------    ---------

    Average loans
     outstanding                                            $86,133                               $85,360  $60,156
                                                            =======                               =======  =======

    Allowance for loan
     and lease losses at
     beginning of period                                       $858                                  $865     $796

    Loans charged off:

    Commercial and
     industrial                                     32                         40                       26


    Real estate -
     commercial mortgage                             -                         2                        1

    Real estate -
     construction                                    -                         -                       -
                                                   ---                       ---                     ---

    Total commercial real
     estate loans                                    -                         2                        1

    Commercial lease
     financing                                       7                          1                        3
                                                   ---                        ---                      ---

    Total commercial
     loans                                          39                         43                       30

    Real estate -
     residential mortgage                          (2)                         -                       2

    Home equity loans                                8                          8                       10

    Consumer direct loans                           10                          9                        6

    Credit cards                                    11                         10                        8

    Consumer indirect
     loans                                          11                         12                        4
                                                   ---                        ---                      ---

    Total consumer loans                            38                         39                       30
                                                   ---                        ---                      ---

    Total loans charged
     off                                            77                         82                       60

    Recoveries:

    Commercial and
     industrial                                      5                          3                        3


    Real estate -
     commercial mortgage                             -                         -                       2

    Real estate -
     construction                                    1                          -                       1
                                                   ---                        ---                     ---

    Total commercial real
     estate loans                                    1                          -                       3

    Commercial lease
     financing                                       2                          1                        -
                                                   ---                        ---                      ---

    Total commercial
     loans                                           8                          4                        6

    Real estate -
     residential mortgage                            2                        (2)                       2

    Home equity loans                                3                          4                        3

    Consumer direct loans                            1                          1                        1

    Credit cards                                     1                          1                        1

    Consumer indirect
     loans                                           4                          2                        1
                                                   ---                        ---                      ---

    Total consumer loans                            11                          6                        8
                                                   ---                        ---                      ---

    Total recoveries                                19                         10                       14
                                                   ---                        ---                      ---

    Net loan charge-offs                          (58)                      (72)                    (46)

    Provision (credit)
     for loan and lease
     losses                                         70                         64                       76

    Foreign currency
     translation
     adjustment                                      -                         1                        -
                                                   ---                       ---                      ---

    Allowance for loan
     and lease losses at
     end of period                                             $870                                  $858     $826
                                                               ====                                  ====     ====


    Liability for credit
     losses on lending-
     related commitments
     at beginning of
     period                                                     $55                                   $53      $56

    Provision (credit)
     for losses on
     lending-related
     commitments                                   (7)                         2                       13
                                                   ---                        ---                      ---

    Liability for credit
     losses on lending-
     related commitments
     at end of period (a)                                       $48                                   $55      $69
                                                                ===                                   ===      ===


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


    Net loan charge-offs
     to average total
     loans                                        .27%                      .34%                    .31%

    Allowance for loan
     and lease losses to
     period-end loans                             1.01                       1.00                     1.37

    Allowance for credit
     losses to period-
     end loans                                    1.07                       1.06                     1.48

    Allowance for loan
     and lease losses to
     nonperforming loans                         151.8                      137.3                    122.2

    Allowance for credit
     losses to
     nonperforming loans                         160.2                      146.1                    132.4


    Discontinued operations -education
     lending business:

    Loans charged off                                            $6                                    $7       $9

    Recoveries                                       2                          3                        3
                                                   ---                        ---                      ---

    Net loan charge-offs                                       $(4)                                 $(4)    $(6)
                                                                ===                                   ===      ===



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


                                                                                                  Summary of Nonperforming Assets and Past Due Loans From Continuing Operations

                                                                                                                              (dollars in millions)


                                                                                                                             3/31/2017   12/31/2016    9/30/2016    6/30/2016   3/31/2016
                                                                                                                             ---------   ----------    ---------    ---------   ---------

    Commercial and industrial                                                                                                                  $258                                   $297           $335           $321 $380


    Real estate - commercial mortgage                                                                                               32                         26                        32       14             16

    Real estate - construction                                                                                                       2                          3                        17       25             12
                                                                                                                                   ---                        ---                       ---      ---            ---

      Total commercial real estate loans                                                                                            34                         29                        49       39             28

    Commercial lease financing                                                                                                       5                          8                        13       10             11
                                                                                                                                   ---                        ---                       ---      ---            ---

      Total commercial loans                                                                                                       297                        334                       397      370            419

    Real estate - residential mortgage                                                                                              54                         56                        72       54             59

    Home equity loans                                                                                                              207                        223                       225      189            191

    Consumer direct loans                                                                                                            3                          6                         2        1              1

    Credit cards                                                                                                                     3                          2                         3        2              2

    Consumer indirect loans                                                                                                          9                          4                        24        3              4
                                                                                                                                   ---                        ---                       ---      ---            ---

      Total consumer loans                                                                                                         276                        291                       326      249            257
                                                                                                                                   ---                        ---                       ---      ---            ---

             Total nonperforming loans (a)                                                                                         573                        625                       723      619            676

    OREO                                                                                                                            49                         51                        35       15             14

    Other nonperforming assets                                                                                                       1                          -                        2        3              2
                                                                                                                                   ---                        ---                      ---      ---            ---

         Total nonperforming assets (a)                                                                                                        $623                                   $676           $760           $637 $692
                                                                                                                                               ====                                   ====           ====           ==== ====

    Accruing loans past due 90 days or more                                                                                                     $79                                    $87            $49            $70  $70

    Accruing loans past due 30 through 89 days                                                                                     312                        404                       317      203            237

    Restructured loans - accruing and nonaccruing (b)                                                                              302                        280                       304      277            283

    Restructured loans included in nonperforming loans (b)                                                                         161                        141                       149      133            151

    Nonperforming assets from discontinued operations -                                                                              4                          5                         5        5              6
            education lending business

    Nonperforming loans to period-end portfolio loans  (a)                                                                        .67%                      .73%                     .85%   1.00%         1.12%

    Nonperforming assets to period-end portfolio loans     plus OREO and other nonperforming assets (a)                            .72                        .79                       .89     1.03           1.14



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


    (b)                  Restructured loans (i.e., troubled debt
                         restructurings) are those for which Key,
                         for reasons related to a borrower's
                         financial difficulties, grants a
                         concession to the borrower that it would
                         not otherwise consider.  These
                         concessions are made to improve the
                         collectability of the loan and generally
                         take the form of a reduction of the
                         interest rate, extension of the maturity
                         date or reduction in the principal
                         balance.


                                      Summary of Changes in Nonperforming Loans From Continuing Operations

                                                                  (in millions)


                            1Q17    4Q16       3Q16        2Q16       1Q16
                            ----    ----       ----        ----       ----

    Balance at beginning of
     period                          $625                               $723                               $619          $676 $387

    Loans placed on
     nonaccrual status          218                170                     78                       124              406

    Nonperforming loans
     acquired from First
     Niagara (a)                  -              (31)                   150                         -               -

    Charge-offs                (77)              (81)                  (53)                     (64)            (60)

    Loans sold                  (8)               (9)                     -                        -            (11)

    Payments                   (59)              (30)                  (32)                     (75)             (8)

    Transfers to OREO          (11)              (21)                   (5)                      (6)             (4)

    Transfers to other
     nonperforming assets         -                 -                     -                        -               -

    Loans returned to
     accrual status           (115)              (96)                  (34)                     (36)            (34)
                               ----                ---                    ---                       ---              ---

    Balance at end of
     period (b)                      $573                               $625                               $723          $619 $676
                                     ====                               ====                               ====          ==== ====



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


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



                            Summary of Changes in Other Real Estate Owned, Net of Allowance, From Continuing Operations

                                                                   (in millions)


                             1Q17      4Q16       3Q16        2Q16      1Q16
                             ----      ----       ----        ----      ----

    Balance at beginning of
     period                              $51                               $35                               $15               $14 $14

    Properties acquired -
     First Niagara                 -                   -                   19                         -                   -

    Properties acquired -
     nonperforming loans          11                   21                     5                         6                    4

    Valuation adjustments        (2)                 (2)                  (2)                      (2)                 (1)

    Properties sold             (11)                 (3)                  (2)                      (3)                 (3)
                                 ---                  ---                   ---                       ---                  ---

    Balance at end of
     period                              $49                               $51                               $35               $15 $14
                                         ===                               ===                               ===               === ===


                                                                                                         Line of Business Results

                                                                                                           (dollars in millions)


                                                                                                                      Percent change 1Q17 vs.

                                                                    1Q17    4Q16  3Q16     2Q16  1Q16                4Q16          1Q16
                                                                    ----    ----  ----     ----  ----                ----          ----

    Key Community Bank

    Summary of operations

    Total revenue (TE)                                                       $908                  $902                                $783              $598           $595          .7%  52.6%

    Provision for credit losses                                          47             48            37                         25                   42         (2.1)   11.9

    Noninterest expense                                                 627            682           589                        445                  436         (8.1)   43.8

    Net income (loss) attributable to Key                               147            108            98                         80                   74          36.1    98.6

    Average loans and leases                                         47,036         47,031        41,548                     30,936               30,789             -   52.8

    Average deposits                                                 79,393         79,358        69,397                     53,794               52,803             -   50.4

    Net loan charge-offs                                                 43             42            31                         17                   23           2.4    87.0

    Net loan charge-offs to average total
     loans                                                             .37%          .36%         .30%                      .22%                .30%          N/A              N/A

    Nonperforming assets at period end                                       $395                  $412                                $428              $300           $303        (4.1)   30.4

    Return on average allocated equity                               12.60%         9.07%       10.95%                    11.76%              11.10%          N/A              N/A

    Average full-time equivalent employees                           10,804         11,198         9,805                      7,331                7,376         (3.5)   46.5


    Key Corporate Bank

    Summary of operations

    Total revenue (TE)                                                       $579                  $630                                $556              $451           $425       (8.1)%  36.2%

    Provision for credit losses                                          17             20            25                         30                   43        (15.0) (60.5)

    Noninterest expense                                                 303            326           310                        259                  237         (7.1)   27.8

    Net income (loss) attributable to Key                               181            222           159                        135                  118        (18.5)   53.4

    Average loans and leases                                         37,737         36,770        34,561                     28,607               27,722           2.6    36.1

    Average loans held for sale                                       1,097          1,223         1,103                        591                  811        (10.3)   35.3

    Average deposits                                                 21,003         23,172        22,708                     19,129               18,074         (9.4)   16.2

    Net loan charge-offs                                                 14             26            12                         27                   18        (46.2) (22.2)

    Net loan charge-offs to average total
     loans                                                             .15%          .28%         .14%                      .38%                .26%          N/A              N/A

    Nonperforming assets at period end                                       $197                  $244                                $318              $323           $375       (19.3) (47.5)

    Return on average allocated equity                               24.86%        31.09%       26.72%                    26.23%              22.92%          N/A              N/A

    Average full-time equivalent employees                            2,384          2,380         2,330                      2,138                2,126            .2    12.1


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

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/keycorp-reports-first-quarter-2017-net-income-of-296-million-or-27-per-common-share-earnings-per-common-share-of-32-excluding-05-of-merger-related-charges-300442587.html

SOURCE KeyCorp