CLEVELAND, Oct. 25, 2016 /PRNewswire/ -- KeyCorp (NYSE: KEY) today announced third quarter net income from continuing operations attributable to Key common shareholders of $165 million, or $.16 per common share, compared to $193 million, or $.23 per common share, for the second quarter of 2016, and $216 million, or $.26 per common share, for the third quarter of 2015. During the third quarter of 2016, Key incurred merger-related charges totaling $207 million, or $.14 per common share, compared to $45 million, or $.04 per common share, in the second quarter of 2016. Excluding merger-related charges, earnings per common share were $.30 for the third quarter of 2016 and $.27 for the second quarter of 2016. No merger-related charges were incurred in the third quarter of 2015.

"Third quarter results reflect strong momentum and performance in Key's core businesses, and we achieved a significant milestone with the completion of our First Niagara acquisition," said Chairman and Chief Executive Officer Beth Mooney. "Excluding the impact from the acquisition and merger-related charges, Key's revenue was up 6%, benefiting from solid loan growth and strong fee income, including a record quarter for investment banking and debt placement fees. Credit quality remained solid with net charge-offs as a percent of average loans remaining below our targeted range. Also, during the quarter, we leveraged Key's strong capital position by reinitiating our share repurchase program."

"With the completion of our acquisition, we were pleased to welcome our new colleagues and one million new clients from First Niagara," Mooney continued. "We successfully converted branches, ATMs, systems and client accounts to Key earlier this month, and I continue to be encouraged and energized by the opportunity we have ahead. Our focus remains on achieving our financial targets and delivering on the commitments we have made to our shareholders."

First Niagara Financial Group Acquisition

KeyCorp's third quarter results reflect its acquisition of First Niagara Financial Group ("First Niagara"), effective August 1, 2016, in exchange for total consideration paid of $4 billion, including the cash consideration of $811 million, the issuance of 240 million common shares valued at $2.8 billion, and the issuance of a new series of KeyCorp preferred stock to replace the First Niagara preferred stock valued at $350 million. Results of the operations acquired from First Niagara have been reflected in Key's results since the acquisition date. Assets acquired in the transaction totaled approximately $35.6 billion, while liabilities assumed were $33 billion, not reflecting the impact of branch divestitures.

In connection with Key's acquisition of First Niagara, third quarter 2016 results also include the divestiture of 18 branches on September 9, 2016. The impact of divested branches on Key's third quarter 2016 results included $439 million of loans and $1.6 billion of deposits.






    Selected Financial Highlights


    dollars in millions, except per share data                                                         Change 3Q16 vs.

                                                              3Q16             2Q16       3Q15        2Q16             3Q15
                                                              ----             ----       ----        ----             ----

    Income (loss) from continuing operations attributable to
     Key common shareholders                                            $165                     $193                         $216      (14.5)     % (23.6) %

    Income (loss) from continuing operations attributable to
     Key common shareholders per common share -assuming
     dilution                                                     .16                 .23                  .26               (30.4)     (38.5)

    Return on average total assets from continuing operations     .55        %        .82      %           .95         %            N/A        N/A

     Common Equity Tier 1 ratio (non-GAAP) (a), (b)              9.55               11.10                10.47                      N/A        N/A

    Book value at period end                                          $12.78                   $13.08                       $12.47       (2.3)     %    2.5  %

    Net interest margin (TE) from continuing operations          2.85        %       2.76      %          2.87         %            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)              9-30-16 ratio
                     is estimated.


    TE = Taxable Equivalent, N/A = Not Applicable




    INCOME STATEMENT HIGHLIGHTS


    Net interest income


    dollars in millions                                                                              Change 3Q16 vs.

                                                                   3Q16         2Q16     3Q15      2Q16              3Q15
                                                                   ----         ----     ----      ----              ----

    Net interest income (TE)                                               $788               $605                        $598      30.2      % 31.8 %

    Merger-related charges                                             (6)            -                 -                      N/M       N/M

    First Niagara impact (a)                                           175             -                 -                      N/M       N/M
                                                                       ---           ---               ---                      ---       ---

    Total net interest income excluding merger-related charges and
     First Niagara impact                                                  $619               $605                        $598       2.3      %  3.5 %
                                                                           ====               ====                        ====


    (a)              Reflects two months of
                     First Niagara activity
                     during the third
                     quarter of 2016.


    TE = Taxable Equivalent

The acquisition of First Niagara contributed approximately $175 million of net interest income in the third quarter of 2016, which included $19 million of related purchase accounting accretion. Third quarter 2016 net interest income included an additional $6 million of one-time merger-related charges.

Taxable-equivalent net interest income was $788 million for the third quarter of 2016, and the net interest margin was 2.85%, compared to taxable-equivalent net interest income of $598 million and a net interest margin of 2.87% for the third quarter of 2015. The net interest margin declined two basis points, reflecting higher levels of liquidity, partially offset by the benefit from the First Niagara acquisition. Excluding the impact of First Niagara and merger-related charges, net interest income increased 4% compared to the year-ago quarter, driven by higher earning asset balances.

Compared to the second quarter of 2016, taxable-equivalent net interest income increased by $183 million, and the net interest margin increased by nine basis points. The net interest margin increased primarily due to the acquisition of First Niagara, partially offset by lower reinvestment yields in Key's securities portfolio. Excluding the impact of First Niagara and merger-related charges, net interest income increased by $14 million, driven by higher earning asset balances.




    Noninterest Income


    dollars in millions                                                    Change 3Q16 vs.

                                          3Q16         2Q16     3Q15      2Q16             3Q15
                                          ----         ----     ----      ----             ----

    Trust and investment services income          $122               $110                        $108         10.9       % 13.0 %

    Investment banking and debt placement
     fees                                     156            98                109                59.2         43.1

    Service charges on deposit accounts        85            68                 68                25.0         25.0

    Operating lease income and other
     leasing gains                              6            18                 15              (66.7)       (60.0)

    Corporate services income                  51            53                 57               (3.8)      (10.5)

    Cards and payments income                  66            52                 47                26.9         40.4

    Corporate-owned life insurance income      29            28                 30                 3.6        (3.3)

    Consumer mortgage income                    6             3                  3               100.0        100.0

    Mortgage servicing fees                    15            10                 11                50.0         36.4

    Net gains (losses) from principal
     investing                                  5            11                 11              (54.5)       (54.5)

    Other income                                8            22                 11              (63.6)       (27.3)
                                              ---           ---                ---

    Total noninterest income                      $549               $473                        $470         16.1       % 16.8 %
                                                  ====                                          ====


    Merger-related charges                   (12)            -                 -                       N/M          N/M

    First Niagara impact (a)                   53             -                 -                       N/M          N/M
                                                                                                       ---          ---

    Total noninterest income excluding
     merger-related charges and First
     Niagara impact                               $508               $473                        $470          7.4       %  8.1 %
                                                  ====               ====                        ====


    (a)              Reflects two months of
                     First Niagara activity
                     during the third
                     quarter of 2016.

The acquisition of First Niagara contributed approximately $53 million of noninterest income in the third quarter of 2016, which primarily impacted service charges on deposit accounts, trust and investment services income, and cards and payments income. Additionally, third quarter 2016 reported noninterest income includes $12 million of merger-related charges, including losses from investment portfolio repositioning.

Key's noninterest income was $549 million for the third quarter of 2016, compared to $470 million for the year-ago quarter. Excluding the impact of First Niagara and merger-related charges discussed above, noninterest income increased $38 million, or 8%, primarily driven by a record quarter in investment banking and debt placement fees. Also benefiting the quarter was continued growth in cards and payments income, as well as service charges on deposit accounts. These increases were partially offset by lower corporate services income, net gains on principal investing and operating lease income and other leasing gains.

Compared to the second quarter of 2016, noninterest income increased by $76 million. Excluding the impact of First Niagara and merger-related charges, noninterest income increased $35 million, or 7%, primarily related to the record quarter in investment banking and debt placement fees. Cards and payments income also increased. Partially offsetting the increases were lower operating lease income and other leasing gains, net gains on principal investing and corporate services income.




    Noninterest Expense


    dollars in millions                                                        Change 3Q16 vs.

                                             3Q16           2Q16     3Q15      2Q16            3Q15
                                             ----           ----     ----      ----            ----

    Personnel expense                                  $594               $427                       $426      39.1        % 39.4 %

    Nonpersonnel expense                         488             324               298                50.6      63.8
                                                 ---             ---               ---                ----      ----

         Total noninterest expense                   $1,082               $751                       $724      44.1          49.4
                                                     ======               ====                       ====


    Merger-related charges                       189              45                 -              320.0              N/M

    First Niagara impact (a)                     140               -                -                      N/M       N/M
                                                 ---             ---              ---                                ---

         Total noninterest expense excluding
          merger-related charges and First
          Niagara impact                               $753               $706                       $724       6.7        %  4.0 %
                                                       ====               ====                       ====


    (a)              Reflects two months of
                     First Niagara activity
                     during the third
                     quarter of 2016.


    N/M = Not Meaningful

Key's noninterest expense was $1.1 billion for the third quarter of 2016, including $140 million related to the operations of First Niagara, which primarily impacted personnel expense, net occupancy, business services and professional fees and other expense.

Additionally, noninterest expense included $189 million of merger-related charges, primarily made up of $97 million in personnel expense related to severance and technology development for systems conversions, as well as fully-dedicated personnel for merger and integration efforts. The remaining $92 million of merger-related charges were nonpersonnel expense, largely recognized in business services and professional fees, computer processing and other expense. In the second quarter of 2016, Key incurred $45 million of merger-related charges, while no merger-related charges were incurred in the third quarter of 2015.

Excluding the $140 million impact of First Niagara and $189 million of merger-related charges, noninterest expense was $29 million higher than the third quarter of last year. The increase was primarily driven by higher performance-based compensation, along with slight increases across various nonpersonnel line items, including FDIC assessment expense. These increases were partially offset by lower employee benefits expense.

Compared to the second quarter of 2016, excluding the impact of First Niagara and merger-related charges, noninterest expense increased by $47 million. The increase was primarily related to higher personnel expense reflecting higher performance-based compensation, as well as an increased FDIC assessment expense.

BALANCE SHEET HIGHLIGHTS

In the third quarter of 2016, Key had average assets of $125.1 billion compared to $94.8 billion in the third quarter of 2015 and $99.2 billion in the second quarter of 2016, primarily reflecting the acquisition of First Niagara.

Key's securities available-for-sale ($18 billion) and held-to-maturity securities ($6.2 billion) averaged $24.2 billion in the third quarter of 2016, compared to $19.2 billion in both the third quarter of 2015 and the second quarter of 2016. The increase compared to both the year-ago quarter and prior quarter primarily reflects the impact of the First Niagara acquisition, which added $4.7 billion of average investment securities, or $9 billion of securities at period-end. During the quarter, Key completed the planned sales and repositioning of First Niagara's portfolio to more closely align with Key's portfolio and investment philosophy.




    Average Loans


    dollars in millions                                                 Change 3Q16 vs.

                                3Q16           2Q16        3Q15         2Q16            3Q15
                                ----           ----        ----         ----            ----

    Commercial, financial and
     agricultural (a)                  $37,318                  $32,630                      $30,374  14.4      % 22.9 %

    Other commercial loans      19,110              13,222               13,098                  44.5  45.9

    Home equity loans           11,968              10,098               10,510                  18.5  13.9

    Other consumer loans         9,301               5,198                5,299                  78.9  75.5
                                 -----               -----                -----

    Total loans                        $77,697                  $61,148                      $59,281  27.1      % 31.1 %
                                       =======                  =======                      =======


    First Niagara impact (b)    15,420                   -                   -                  N/M         N/M

    Total loans excluding First
     Niagara impact                    $62,277                  $61,148                      $59,281   1.8      %  5.1 %
                                       =======                  =======                      =======


    (a)              Commercial, financial and
                     agricultural average loan balances
                     include $107 million, $87 million,
                     and $88 million of assets from
                     commercial credit cards at
                     September 30, 2016, June 30, 2016,
                     and September 30, 2015,
                     respectively.


    (b)              Balance includes two months of
                     average First Niagara activity
                     during the third quarter of 2016.


    N/M = Not Meaningful

In the third quarter of 2016, the acquisition of First Niagara contributed approximately $15.4 billion of average loans, or $23 billion at period-end, impacting both the commercial and consumer loan portfolios. These results include the estimated fair value adjustment on the acquired portfolio of $686 million and the divestiture of $439 million of loans.

Average loans were $77.7 billion for the third quarter of 2016, an increase of $18.4 billion compared to the third quarter of 2015. Excluding the impact of the First Niagara acquisition, average loans were $62.3 billion for the third quarter of 2016, an increase of $3 billion compared to the third quarter of 2015. The loan growth occurred primarily in the commercial, financial and agricultural portfolio, which increased $3.3 billion. Consumer loans declined $537 million, largely due to paydowns in Key's home equity loan portfolio.

Compared to the second quarter of 2016, average loans increased by $16.5 billion, or $1.1 billion excluding the impact of First Niagara. This increase was driven by growth in commercial, financial and agricultural loans, which increased $1 billion, and reflects broad based growth across Key's commercial lines of business.




    Average Deposits


    dollars in millions                                                                               Change 3Q16 vs.

                                                         3Q16            2Q16       3Q15             2Q16               3Q15
                                                         ----            ----       ----             ----               ----

    Non-time deposits (a)                                      $85,683                      $67,419                           $64,928    27.1       %  32.0  %

    Certificates of deposit ($100,000
     or more)                                           4,204                 3,233                 1,985                      30.0   111.8

    Other time deposits                                 5,031                 3,252                 3,064                      54.7    64.2
                                                        -----                 -----                 -----                      ----    ----

               Total deposits                                 $94,918                      $73,904                           $69,977    28.4       %  35.6  %
                                                          ===


    First Niagara impact (b)                           18,851                     -                    -                      N/M            N/M
                                                       ------                   ---                  ---

                Total deposits excluding First Niagara
                impact                                        $76,067                      $73,904                           $69,977     2.9       %   8.7  %


    Cost of total deposits (a)                            .21          %        .19      %            .15             %         N/A            N/A


    (a)              Excludes deposits in
                     foreign office.


                    Balance includes two
                     months of average First
                     Niagara activity during
                     the third quarter of
    (b)              2016.


    N/M = Not Meaningful


    N/A = Not Applicable

In the third quarter of 2016, the acquisition of First Niagara contributed approximately $18.9 billion of average deposits, or $27.3 billion at period-end, which are spread across deposit products and consist primarily of consumer deposits. During the quarter, $1.6 billion of deposits were divested.

Average deposits, excluding deposits in foreign office, totaled $94.9 billion for the third quarter of 2016, an increase of $24.9 billion compared to the year-ago quarter. Excluding the impact of First Niagara, average deposits increased $5.7 billion over the year-ago quarter. Interest-bearing deposits increased $5.9 billion driven by a $4.7 billion increase in NOW and money market deposit accounts and a $1.2 billion increase in certificates of deposits and other time deposits. The increase from the year-ago quarter reflects core deposit growth in Key's retail banking franchise and growth in escrow deposits from our commercial mortgage servicing business.

Compared to the second quarter of 2016, average deposits increased by $21 billion. Excluding the impact of First Niagara, average deposits increased $2.2 billion driven by an increase in escrow deposits from Key's commercial mortgage servicing business, core deposit growth in Key's retail banking franchise, and deposit inflows from Key's commercial clients.




    ASSET QUALITY


    dollars in millions                                       Change 3Q16 vs.

                           3Q16         2Q16       3Q15      2Q16             3Q15
                           ----         ----       ----      ----             ----

    Net loan charge-offs           $44                   $43                        $41       2.3      %  7.3 %

    Net loan charge-offs
     to average total
     loans                    .23      %       .28      %        .27          %          N/A       N/A

    Nonperforming loans at
     period end (a)               $723                  $619                       $400      16.8      % 80.8 %

    Nonperforming assets
     at period end (a)        760              637               417                19.3      82.3

    Allowance for loan and
     lease losses             865              854               790                 1.3       9.5

    Allowance for loan and
     lease losses to
     nonperforming loans
     (a)                    119.6      %     138.0      %      197.5          %          N/A       N/A

    Provision for credit
     losses                        $59                   $52                        $45      13.5      % 31.1 %


    (a)              Nonperforming loan balances exclude
                     $959 million, $11 million, and $12
                     million of purchased credit
                     impaired loans at September 30,
                     2016, June 30, 2016, and September
                     30, 2015, respectively.


    N/A = Not Applicable

Key's provision for credit losses was $59 million for the third quarter of 2016, compared to $45 million for the third quarter of 2015 and $52 million for the second quarter of 2016. Key's provision for credit losses in the third quarter of 2016 included $12 million related to the acquired credit card portfolio from First Niagara. Key's allowance for loan and lease losses was $865 million, or 1.01% of total period-end loans, at September 30, 2016, compared to 1.31% at September 30, 2015, and 1.38% at June 30, 2016.

Net loan charge-offs for the third quarter of 2016 totaled $44 million, or .23% of average total loans, including $2 million of net charge-offs related to First Niagara. These results compare to $41 million, or .27%, for the third quarter of 2015, and $43 million, or .28%, for the second quarter of 2016.

At September 30, 2016, Key's nonperforming loans totaled $723 million, which represented .85% of period-end portfolio loans, and include $150 million of nonperforming loans related to First Niagara. These results compare to .67% at September 30, 2015, and 1.00% at June 30, 2016. Nonperforming assets at September 30, 2016, totaled $760 million, and represented .89% of period-end portfolio loans and OREO and other nonperforming assets, and include $167 million of nonperforming assets related to First Niagara. These results compare to .69% at September 30, 2015, and 1.03% at June 30, 2016.

CAPITAL

Key's estimated risk-based capital ratios included in the following table continued to exceed all "well-capitalized" regulatory benchmarks at September 30, 2016.


    Capital Ratios


                              9/30/2016 6/30/2016 9/30/2015
                              --------- --------- ---------

    Common Equity Tier 1 (a),
     (b)                          9.55%              11.10%  10.47%

    Tier 1 risk-based capital
     (a)                          10.52                11.41    10.87

    Total risk based capital
     (a)                          12.54                13.63    12.47

    Tangible common equity to
     tangible assets (b)           8.26                 9.95     9.90

    Leverage (a)                  10.17                10.59    10.68


    (a)             9-30-16 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.

As shown in the preceding table, at September 30, 2016, Key's estimated Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 9.55% and 10.52%, respectively. In addition, the tangible common equity ratio was 8.26% at September 30, 2016. The declines from the prior quarter are primarily related to the acquisition of First Niagara.

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 9.39% at September 30, 2016. 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 3Q16 vs.

                                                                  3Q16      2Q16              3Q15           2Q16            3Q15
                                                                  ----      ----              ----           ----            ----

    Shares outstanding at
     beginning of period                                842,703               842,290                843,608                           -           (.1)      %

    Common shares repurchased                           (5,240)                    -               (8,386)                        N/M         (37.5)

    Shares reissued
     (returned) under
     employee benefit plans                               4,857                   413                     63                         N/M            N/M

    Common shares issued to
     acquire First Niagara                              239,735                     -                     -                        N/M            N/M
                                                        -------                   ---                   ---                        ---            ---

                                  Shares outstanding at end of
                                  period                          1,082,055           842,703                   835,285                  28.4 %         29.5   %
                                                                =========


    N/M = Not Meaningful

During the third quarter of 2016, Key issued 240 million common shares related to the acquisition of First Niagara. Key also resumed its share repurchase program under the 2016 Capital Plan following the close of the First Niagara acquisition. Accordingly, Key completed $65 million of common share repurchases in the third quarter of 2016, including repurchases to offset issuances of common shares under our employee compensation plans.

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 3Q16 vs.

                                                                                  3Q16                   2Q16                    3Q15         2Q16            3Q15
                                                                                  ----                   ----                    ----         ----            ----

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

    Key Community Bank                                                                      $779                                      $598                          $579             30.3           %    34.5   %

    Key Corporate Bank                                                             553                                452                       454                  22.3             21.8

    Other Segments                                                                  17                                 31                        35                (45.2)          (51.4)
                                                                                   ---                                ---                       ---                 -----            -----

                           Total segments                                          1,349                              1,081                     1,068                  24.8             26.3

    Reconciling Items                                                             (12)                               (3)                        -                           N/M              N/M
                                                                                   ---                                ---                       ---                           ---              ---

                           Total                                                            $1,337                                    $1,078                        $1,068             24.0           %    25.2   %
                                                                            ===


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

    Key Community Bank                                                                      $103                                       $81                           $74             27.2           %    39.2   %

    Key Corporate Bank                                                             159                                135                       136                  17.8             16.9

    Other Segments                                                                  16                                 24                        26                (33.3)          (38.5)
                                                                                   ---                                ---                       ---                 -----            -----

                           Total segments                                            278                                240                       236                  15.8             17.8

    Reconciling Items (a)                                                        (107)                              (41)                     (14)                           N/M              N/M
                                                                                  ----                                ---                       ---                            ---              ---

                           Total                                                              $171                                      $199                          $222           (14.1)          %  (23.0)  %
                                                                            ===


    (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 3Q16 vs.

                                                      3Q16                    2Q16     3Q15                    2Q16                  3Q15
                                                      ----                    ----     ----                    ----                  ----

    Summary of operations

    Net interest income (TE)                                        $530               $391                                   $379        35.5    %   39.8   %

    Noninterest income                                     249                207        200                        20.3                   24.5
                                                           ---                ---        ---                        ----                   ----

               Total revenue (TE)                            779                598        579                        30.3                   34.5

    Provision for credit losses                             37                 25         18                        48.0                  105.6

    Noninterest expense                                    578                444        444                        30.2                   30.2
                                                           ---                ---        ---                        ----                   ----

               Income (loss) before income taxes (TE)        164                129        117                        27.1                   40.2

    Allocated income taxes (benefit) and TE
     adjustments                                            61                 48         43                        27.1                   41.9
                                                           ---                ---        ---                        ----                   ----

               Net income (loss) attributable to Key                  $103                $81                                    $74        27.2    %   39.2   %
                                                           ===


    Average balances

    Loans and leases                                             $41,548            $30,936                                $31,039        34.3    %   33.9   %

    Total assets                                        44,219             32,963     33,155                        34.1                   33.4

    Deposits                                            69,397             53,794     51,234                        29.0                   35.5


    Assets under management at period end                        $36,752            $34,535                                $35,158         6.4    %    4.5   %


    TE = Taxable Equivalent




    Additional Key Community Bank Data


    dollars in millions                                                                                                      3Q15

                                                                              3Q16           2Q16        3Q15           2Q16      3Q15
                                                                              ----           ----        ----           ----      ----

    Noninterest income

    Trust and investment services income                                               $86                        $73                      $73   17.8       %   17.8   %

    Service charges on deposit accounts                                        70                     56                    56             25.0   25.0

    Cards and payments income                                                  54                     46                    43             17.4   25.6

    Other noninterest income                                                   39                     32                    28             21.9   39.3
                                                                              ---                    ---                   ---             ----   ----

                      Total noninterest income                                          $249                       $207                     $200   20.3       %   24.5   %
                                                                              ===


    Average deposit balances

    NOW and money market deposit accounts                                          $38,417                    $30,144                  $28,568   27.4       %   34.5   %

    Savings deposits                                                        4,369                  2,365                 2,362             84.7   85.0

    Certificates of deposit ($100,000 or more)                              2,607                  2,383                 1,560              9.4   67.1

    Other time deposits                                                     4,943                  3,245                 3,061             52.3   61.5

    Deposits in foreign office                                                  -                     -                  271              N/M           N/M

    Noninterest-bearing deposits                                           19,061                 15,657                15,412             21.7   23.7
                                                                           ------                 ------                ------             ----   ----

                      Total deposits                                                 $69,397                    $53,794                  $51,234   29.0       %   35.5   %
                                                                              ===


    Home equity loans

    Average balance                                                                $11,703                     $9,908                  $10,281

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

    Percent first lien positions                                               55                     61                    60


    Other data

    Branches                                                                1,322                    949                   972

    Automated teller machines                                               1,701                  1,236                 1,259


    N/M = Not Meaningful

Key Community Bank Summary of Operations


    --  Net income increased $29 million, or 39.2% from prior year (up $11
        million, or 14.9% excluding the impact of First Niagara)
    --  Average deposits increased $18.2 billion, or 35.5% from the prior year
        (up $3.8 billion, or 7.4% excluding the impact of First Niagara)
    --  Average loans increased $10.5 billion, or 33.9% from the prior year (up
        $206 million, or .7% excluding the impact of First Niagara)

Key Community Bank recorded net income attributable to Key of $103 million for the third quarter of 2016, compared to $74 million for the year-ago quarter. First Niagara contributed $18 million of the growth year-over-year.

Taxable-equivalent net interest income increased by $151 million, or 39.8%, from the third quarter of 2015. Excluding the impact of First Niagara, taxable-equivalent net interest income increased $27 million, primarily driven by deposit growth and higher interest rates.

Noninterest income increased $49 million, or 24.5%, from the year-ago quarter. Excluding the impact of First Niagara, noninterest income increased $8 million, or 4%, related to positive trends in cards and payments income and service charges on deposit accounts. Investment banking and debt placement fees also increased from the year-ago period. These increases were partially offset by declines in trust and investment services and consumer mortgage income.

The provision for credit losses increased by $19 million, or 105.6%, from the third quarter of 2015, primarily related to the acquired credit card portfolio from First Niagara. Excluding the impact of First Niagara, the provision for credit losses increased $3 million, or 16.6%, related to an increase in net loan charge-offs of $9 million from the same period one year ago.

Noninterest expense increased by $134 million, or 30.2%, from the year-ago quarter. Excluding the impact of First Niagara, noninterest expense increased $14 million, or 3.1%, mostly driven by the implementation of an FDIC surcharge and increased marketing expense.




    Key Corporate Bank



    dollars in millions                                                                                  Change 3Q16 vs.

                                                          3Q16             2Q16          3Q15            2Q16            3Q15
                                                          ----             ----          ----            ----            ----

    Summary of operations

    Net interest income (TE)                                        $276                         $222                            $221            24.3          %   24.9   %

    Noninterest income                                     277                     230                     233                    20.4            18.9
                                                           ---                     ---                     ---                    ----            ----

                 Total revenue (TE)                          553                     452                     454                    22.3            21.8

    Provision for credit losses                             25                      30                      30                  (16.7)         (16.7)

    Noninterest expense                                    307                     259                     250                    18.5            22.8
                                                           ---                     ---                     ---                    ----            ----

                 Income (loss) before income taxes (TE)      221                     163                     174                    35.6            27.0

    Allocated income taxes and TE
     adjustments                                            62                      29                      41                   113.8            51.2
                                                           ---                     ---                     ---                   -----            ----

                 Net income (loss)                           159                     134                     133                    18.7            19.5

    Less: Net income (loss) attributable
     to noncontrolling interests                             -                    (1)                    (3)                             N/M             N/M
                                                           ---                    ---                     ---                              ---             ---

                 Net income (loss) attributable to Key                $159                         $135                            $136            17.8          %   16.9   %
                                                           ===


    Average balances

    Loans and leases                                             $34,561                      $28,607                         $26,425            20.8          %   30.8   %

    Loans held for sale                                  1,103                     591                     918                    86.6            20.2

    Total assets                                        40,581                  33,909                  32,099                    19.7            26.4

    Deposits                                            22,708                  19,129                  18,809                    18.7            20.7


    TE = Taxable Equivalent, N/M = Not Meaningful




    Additional Key Corporate Bank Data


    dollars in millions                                                                Change 3Q16 vs.

                                                    3Q16         2Q16       3Q15       2Q16            3Q15
                                                    ----         ----       ----       ----            ----

    Noninterest income

    Trust and investment services income                   $36                   $37                          $35    (2.7)     %   2.9    %

    Investment banking and debt placement fees       153               94                107                  62.8     43.0

    Operating lease income and other leasing gains     9               15                 16                (40.0)   (43.8)


    Corporate services income                         36               40                 46                (10.0)   (21.7)

    Service charges on deposit accounts               15               12                 11                  25.0     36.4

    Cards and payments income                         10                6                  4                  66.7    150.0
                                                     ---              ---                ---                         -----

                       Payments and services income     61               58                 61                   5.2         -


    Mortgage servicing fees                           13               10                 11                  30.0     18.2

    Other noninterest income                           5               16                  3                (68.8)     66.7
                                                     ---              ---                ---                 -----

                       Total noninterest income             $277                  $230                         $233     20.4     %   18.9   %
                                                     ===

Key Corporate Bank Summary of Operations


    --  Record quarter for investment banking and debt placement fees, up $46
        million, or 43% from prior year (no impact from First Niagara)
    --  Net income increased $23 million, or 16.9% from the prior year (up $9
        million, or 6.6% excluding the impact of First Niagara)
    --  Average loans and leases increased $8.1 billion, or 30.8% from the prior
        year (up $3.1 billion, or 11.7% excluding the impact of First Niagara)
    --  Average deposits increased $3.9 billion, or 20.7% from the prior year
        (up $1.5 billion, or 7.9% excluding the impact of First Niagara)

Key Corporate Bank recorded net income attributable to Key of $159 million for the third quarter of 2016, compared to $136 million for the same period one year ago. First Niagara contributed $14 million of the growth year-over year.

Taxable-equivalent net interest income increased by $55 million, or 24.9%, compared to the third quarter of 2015. Excluding the impact of First Niagara, taxable-equivalent net interest income increased by $18 million, or 8%, compared to the third quarter of 2015. Average loan and lease balances increased $8.1 billion, or 30.8%, from the year-ago quarter, primarily driven by the First Niagara acquisition as well as growth in commercial, financial and agricultural loans. This loan growth was offset by spread compression due to higher funding costs. Average deposit balances increased $3.9 billion, or 20.7%, from the year-ago quarter, mostly driven by the First Niagara acquisition as well as growth in commercial escrow deposits.

Noninterest income increased $44 million, or 18.9%, from the prior year. Excluding the impact of First Niagara, noninterest income increased $40 million, or 17%. This growth was mostly due to a record quarter for investment banking and debt placement fees, which were up $46 million, or 43%, related to strength in commercial mortgage banking, equity capital markets and merger and acquisition advisory fees.

The provision for credit losses decreased $5 million, or 16.7%, compared to the third quarter of 2015. Excluding the impact of First Niagara, the provision for credit losses decreased $7 million, or 22.2%. The decrease was mostly due to lower net loan charge-offs.

Noninterest expense increased by $57 million, or 22.8%, from the third quarter of 2015. Excluding the impact of First Niagara, noninterest expense increased $39 million, or 15.4%. Personnel expense increased $32 million, or 26%, mostly due to increases in incentive compensation and salaries. Several other line items increased over the prior year, including operating lease, cards and payments, FDIC, and overhead 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 $16 million for the third quarter of 2016, compared to $26 million for the same period last year. This decline was largely attributable to spread compression.

*****

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 $135.8 billion at September 30, 2016.

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, 2015, 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 Tuesday, October 25, 2016. An audio replay of the call will be available through November 8, 2016.


                                                                  Financial Highlights

                                                    (dollars in millions, except per share amounts)

                                                                    Three months ended

                                           9/30/2016                 6/30/2016                 9/30/2015
                                           ---------                 ---------                 ---------

    Summary of operations

                  Net interest
                  income (TE)                   $788                                                 $605                      $598

                  Noninterest
                  income               549                                  473                               470
                                     ---

                 Total revenue (TE)          1,337                                    1,078                       1,068

                  Provision for
                  credit losses         59                                   52                                45

                  Noninterest
                  expense            1,082                                  751                               724

                 Income (loss)
                  from
                  continuing
                  operations
                  attributable
                  to Key               171                                  199                               222

                 Income (loss)
                  from
                  discontinued
                  operations,
                  net of taxes
                  (a)                    1                                    3                               (3)

                  Net income
                  (loss)
                  attributable
                  to Key               172                                  202                               219


                 Income (loss)
                  from
                  continuing
                  operations
                  attributable
                  to Key common
                  shareholders         165                                  193                               216

                 Income (loss)
                  from
                  discontinued
                  operations,
                  net of taxes
                  (a)                    1                                    3                               (3)

                 Net income
                  (loss)
                  attributable
                  to Key common
                  shareholders         166                                  196                               213


    Per common share

                 Income (loss)
                  from
                  continuing
                  operations
                  attributable
                  to Key common
                  shareholders                  $.17                                      .23                         .26

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

                 Net income
                  (loss)
                  attributable
                  to Key common
                  shareholders
                  (b)                  .17                                  .23                               .26


                 Income (loss)
                  from
                  continuing
                  operations
                  attributable
                  to Key common
                  shareholders
                  -assuming
                  dilution             .16                                  .23                               .26

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

                 Net income
                  (loss)
                  attributable
                  to Key common
                  shareholders
                  -assuming
                  dilution
                  (b)                  .17                                  .23                               .25


                  Cash dividends
                  paid                .085                                 .085                              .075

                  Book value at
                  period end         12.78                                13.08                             12.47

                  Tangible book
                  value at
                  period end         10.14                                11.81                             11.17

                  Market price
                  at period end      12.17                                11.05                             13.01


    Performance ratios

                  From
                  continuing
                  operations:

                  Return on
                  average total
                  assets               .55              %                  .82%                      .95%

                  Return on
                  average
                  common equity       5.09                                 7.15                       8.30

                 Return on
                  average
                  tangible
                  common equity
                   (c)                6.16                                 7.94                       9.27

                  Net interest
                  margin (TE)         2.85                                 2.76                       2.87

                  Cash
                  efficiency
                  ratio  (c)          80.0                                 69.0                       66.9


                  From
                  consolidated
                  operations:

                  Return on
                  average total
                  assets               .55              %                  .82%                      .92%

                  Return on
                  average
                  common equity       5.12                                 7.26                       8.19

                 Return on
                  average
                  tangible
                  common equity
                   (c)                6.20                                 8.06                       9.14

                  Net interest
                  margin (TE)         2.83                                 2.74                       2.84

                  Loan to
                  deposit  (d)        84.7                                 85.3                       89.3


    Capital ratios at period end

                  Key
                  shareholders'
                  equity to
                  assets             11.04              %                11.18%                    11.22%

                  Key common
                  shareholders'
                  equity to
                  assets             10.18                                10.90                      10.91

                  Tangible
                  common equity
                  to tangible
                  assets  (c)         8.26                                 9.95                       9.90

                  Common Equity
                  Tier 1  (c),
                  (e)                 9.55                                11.10                      10.47

                  Tier 1 risk-
                  based capital
                   (e)               10.52                                11.41                      10.87

                  Total risk-
                  based capital
                   (e)               12.54                                13.63                      12.47

                 Leverage  (e)       10.17                                10.59                      10.68


    Asset quality -from continuing
     operations

                  Net loan
                  charge-offs                    $44                                                  $43                       $41

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

                  Allowance for
                  loan and
                  lease losses                  $865                                                 $854                      $790

                  Allowance for
                  credit losses        918                                  904                               844

                 Allowance for
                  loan and
                  lease losses
                  to period-
                  end loans           1.01              %                  1.38                  %           1.31         %

                  Allowance for
                  credit losses
                  to period-
                  end loans           1.07                                 1.46                              1.40

                 Allowance for
                  loan and
                  lease losses
                  to
                  nonperforming
                  loans  (f)         119.6                                138.0                             197.5

                 Allowance for
                  credit losses
                  to
                  nonperforming
                  loans   (f)        127.0                                146.0                             211.0

                  Nonperforming
                  loans at
                  period end
                  (f)                           $723                                                 $619                      $400

                  Nonperforming
                  assets at
                  period end
                  (f)                  760                                  637                               417

                 Nonperforming
                  loans to
                  period-end
                  portfolio
                  loans  (f)           .85              %                  1.00                  %            .67         %

                 Nonperforming
                  assets to
                  period-end
                  portfolio
                  loans plus
                  OREO and
                  other
                  nonperforming
                  assets  (f)          .89                                 1.03                               .69


    Trust and brokerage assets

                  Assets under
                  management                 $36,752                                              $34,535                   $35,158

                  Nonmanaged and
                  brokerage
                  assets            45,338                               52,102                            46,796


    Other data

                  Average full-
                  time
                  equivalent
                  employees         17,079                               13,419                            13,555

                 Branches            1,322                                  949                               972


    Taxable-equivalent adjustment                                       $8                                 8                  7



                                         Financial Highlights (continued)

                                  (dollars in millions, except per share amounts)

                                                                         Nine months ended
                                                                         -----------------

                                                                  9/30/2016               9/30/2015
                                                                  ---------               ---------

    Summary of operations

                                    Net interest
                                    income (TE)                      $2,005                                $1,766

                                    Noninterest
                                    income                1,453                                1,395
                                                        -----

                                   Total revenue (TE)               3,458                            3,161

                                    Provision for
                                    credit losses           200                                  121

                                    Noninterest
                                    expense               2,536                                2,104

                                   Income (loss)
                                    from
                                    continuing
                                    operations
                                    attributable
                                    to Key                  557                                  685

                                   Income (loss)
                                    from
                                    discontinued
                                    operations,
                                    net of taxes
                                    (a)                       5                                    5

                                    Net income
                                    (loss)
                                    attributable
                                    to Key                  562                                  690


                                   Income (loss)
                                    from
                                    continuing
                                    operations
                                    attributable
                                    to Key common
                                    shareholders                       $540                                  $668

                                   Income (loss)
                                    from
                                    discontinued
                                    operations,
                                    net of taxes
                                    (a)                       5                                    5

                                   Net income
                                    (loss)
                                    attributable
                                    to Key common
                                    shareholders            545                                  673


    Per common share

                                   Income (loss)
                                    from
                                    continuing
                                    operations
                                    attributable
                                    to Key common
                                    shareholders                       $.61                                  $.79

                                   Income (loss)
                                    from
                                    discontinued
                                    operations,
                                    net of taxes
                                    (a)                     .01                                  .01

                                   Net income
                                    (loss)
                                    attributable
                                    to Key common
                                    shareholders
                                    (b)                     .62                                  .80


                                   Income (loss)
                                    from
                                    continuing
                                    operations
                                    attributable
                                    to Key common
                                    shareholders
                                    -assuming
                                    dilution                .60                                  .78

                                   Income (loss)
                                    from
                                    discontinued
                                    operations,
                                    net of taxes
                                    -assuming
                                    dilution  (a)           .01                                  .01

                                   Net income
                                    (loss)
                                    attributable
                                    to Key common
                                    shareholders
                                    -assuming
                                    dilution
                                    (b)                     .61                                  .79


                                    Cash dividends
                                    paid                   .245                                 .215


    Performance ratios

                                    From
                                    continuing
                                    operations:

                                    Return on
                                    average total
                                    assets                  .71                %                1.00       %

                                    Return on
                                    average
                                    common equity          6.28                                 8.67

                                   Return on
                                    average
                                    tangible
                                    common equity
                                      (c)                  7.21                                 9.69

                                    Net interest
                                    margin (TE)            2.84                                 2.88

                                    Cash
                                    efficiency
                                    ratio  (c)             72.5                                 65.7


                                    From
                                    consolidated
                                    operations:

                                    Return on
                                    average total
                                    assets                  .70                %                 .99       %

                                    Return on
                                    average
                                    common equity          6.34                                 8.74

                                   Return on
                                    average
                                    tangible
                                    common equity
                                      (c)                  7.27                                 9.76

                                    Net interest
                                    margin (TE)            2.81                                 2.85


    Asset quality -from
     continuing operations

                                    Net loan
                                    charge-offs             133                                  105

                                    Net loan
                                    charge-offs
                                    to average
                                    total loans             .27                %                 .24       %


    Other data

                                    Average full-
                                    time
                                    equivalent
                                    employees            14,642                               13,525


    Taxable-equivalent adjustment               24                                  20



    (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.  In February
                     2013, Key decided to sell its
                     investment subsidiary, Victory
                     Capital Management, and its broker-
                     dealer affiliate, Victory Capital
                     Advisors, to a private equity fund.
                     As a result of these decisions, Key
                     has accounted for these businesses as
                     discontinued operations.


    (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)             9-30-16 ratio is estimated.


    (f)              Nonperforming loan balances exclude
                     $959 million, $11 million, and $12
                     million of purchased credit impaired
                     loans at September 30, 2016, June 30,
                     2016, and September 30, 2015,
                     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 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 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 merger-related charges, noninterest expense excluding merger-related charges, earnings per common share excluding merger-related charges, and return on average assets from continuing operations 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
                                                                                                                                                            ------------------

                                                                                                                                         9/30/2016          6/30/2016             9/30/2015
                                                                                                                                         ---------          ---------             ---------

    Tangible common equity to tangible assets at period end

                 Key shareholders' equity (GAAP)                                                                   $14,996                          $11,313                                 $10,705

                 Less:                                 Intangible assets  (a)                                               2,855                   1,074                         1,084

                  Preferred Stock, Series A
                  (b)                                                                                       1,156                    281                       281
                                                                                                            -----                    ---                       ---

                  Tangible common equity
                  (non-GAAP)                                                                                       $10,985                           $9,958                                  $9,340
                                                                                                                   =======                           ======                                  ======


                 Total assets (GAAP)                                                                              $135,805                         $101,150                                 $95,420

                 Less:                                 Intangible assets  (a)                                               2,855                   1,074                         1,084
                                                       --------------

                 Tangible assets (non-GAAP)                                                                       $132,950                         $100,076                                 $94,336
                                                                                                                  ========                         ========                                 =======


                  Tangible common equity to tangible
                  assets ratio (non-GAAP)                                                                    8.26          %        9.95           %          9.90              %


    Common Equity Tier 1 at period end

                 Key shareholders' equity (GAAP)                                                                   $14,996                          $11,313                        10,705

                 Less:                                  Preferred Stock, Series A
                                                        (b)                                                                 1,156                     281                           281
                                                       --------------

                  Common Equity Tier 1
                  capital before
                  adjustments and
                  deductions                                                                               13,840                 11,032                    10,424

                 Less:                                  Goodwill, net of deferred
                                                        taxes                                                               2,451                   1,031                         1,036

                  Intangible assets, net of
                  deferred taxes                                                                              256                     30                        29

                 Deferred tax assets                                                                            1                      1                         1

                  Net unrealized gains
                  (losses) on available-
                  for-sale securities, net
                  of deferred taxes                                                                            99                    129                        54

                  Accumulated gains (losses)
                  on cash flow hedges, net
                  of deferred taxes                                                                            39                     77                        21

                  Amounts in accumulated
                  other comprehensive
                  income (loss) attributed
                  to

                                                        pension and postretirement benefit costs, net of deferred
                                                        taxes                                                        (359)               (362)                          (385)
                                                                                                                      ----                 ----                            ----

                  Total Common Equity Tier 1
                  capital  (c)                                                                                     $11,353                          $10,126                                  $9,668
                                                                                                                   =======                          =======                                  ======


                  Net risk-weighted assets
                  (regulatory)  (c)                                                                               $118,922                          $91,195                        92,307


                  Common Equity Tier 1 ratio (non-
                  GAAP)  (c)                                                                                 9.55          %       11.10           %         10.47              %


    Pre-provision net revenue

                 Net interest income (GAAP)                                                                           $780                             $597                                    $591

                 Plus:                                  Taxable-equivalent
                                                        adjustment                                                              8                       8                             7

                 Noninterest income                                                                           549                    473                       470

                 Less:                                 Noninterest expense                                                  1,082                     751                           724
                                                       --------------

                  Pre-provision net revenue
                  from continuing
                  operations (non-GAAP)                                                                               $255                             $327                                    $344
                                                                                                                      ====                             ====                                    ====



                                                                                                                                         GAAP to Non-GAAP Reconciliations (continued)

                                                                                                                                                     (dollars in millions)

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

                                                                                                                                                                                                           9/30/2016          6/30/2016       9/30/2015
                                                                                                                                                                                                           ---------          ---------       ---------

    Average tangible common equity

                                                                                               Average Key shareholders' equity (GAAP)                                                                                $13,552                             $11,147                              $10,614

                                                                                               Less:                                                                            Intangible assets (average) (d)         2,255                      1,076                  1,083

                                                                                               Preferred Stock, Series A (average)                                                                               648                      290                        290
                                                                                                                                                                                                                 ---                      ---                        ---

                                                                                               Average tangible common equity (non-GAAP)                                                                              $10,649                              $9,781                               $9,241
                                                                                                                                                                                                                      =======                              ======                               ======


    Return on average tangible common equity from continuing operations

                                                                                                Net income (loss) from continuing operations attributable to Key
                                                                                                common shareholders (GAAP)                                                                                               $165                                $193                                 $216

                                                                                               Average tangible common equity (non-GAAP)                                                                      10,649                    9,781                      9,241


                                                                                                Return on average tangible common equity from continuing operations
                                                                                                (non-GAAP)                                                                                                      6.16           %         7.94            %          9.27           %


    Return on average tangible common equity consolidated

                                                                                               Net income (loss) attributable to Key common shareholders (GAAP)                                                          $166                                $196                                 $213

                                                                                               Average tangible common equity (non-GAAP)                                                                      10,649                    9,781                      9,241


                                                                                               Return on average tangible common equity consolidated (non-GAAP)                                                 6.20           %         8.06            %          9.14           %


    Noninterest expense excluding merger-related charges

                                                                                               Noninterest expense (GAAP)                                                                                              $1,082                                $751                                 $724

                                                                                               Less:                                                                            Merger-related charges                    189                         45                      -
                                                                                                                                                                                ---------------

                                                                                               Noninterest expense excluding merger-related charges (non-GAAP)                                                           $893                                $706                                 $724
                                                                                                                                                                                                                         ====                                ====                                 ====


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

                                                                                                EPS from continuing operations attributable to Key common
                                                                                                shareholders  -

                                                                                               assuming dilution                                                                                                         $.16                                $.23                                 $.26

                                                                                               Add:                                                                             EPS impact of merger-related charges      .14                        .04                      -
                                                                                                                                                                                ---------------

                                                                                               EPS from continuing operations attributable to Key common shareholders

                                                                                               excluding merger-related charges (non-GAAP)                                                                               $.30                                $.27                          .26
                                                                                                                                                                                                                         ====                                ====                          ===


    Cash efficiency ratio

                                                                                               Noninterest expense (GAAP)                                                                                              $1,082                                $751                                 $724

                                                                                               Less:                                                                            Intangible asset amortization              13                          7                      9
                                                                                                                                                                                ---------------

                                                                                               Adjusted noninterest expense (non-GAAP)                                                                         1,069                      744                  715

                                                                                               Less:                                                                            Merger-related charges                    189                         45               -
                                                                                                                                                                                ---------------

                                                                                               Adjusted noninterest expense excluding merger-related charges (non-GAAP)                                                  $880                                $699                                 $715
                                                                                                                                                                                                                         ====                                ====                                 ====


                                                                                               Net interest income (GAAP)                                                                                                $780                                $597                                 $591

                                                                                               Plus:                                                                            Taxable-equivalent adjustment               8                          8                      7

                                                                                               Noninterest income                                                                                                549                      473                        470
                                                                                                                                                                                                                 ---                      ---                        ---

                                                                                               Total taxable-equivalent revenue (non-GAAP)                                                                     1,337                    1,078                      1,068

                                                                                               Add:                                                                             Merger-related charges                     18                          -                     -

                                                                                               Adjusted noninterest income excluding merger-related charges (non-GAAP)                                         1,355                              $1,078                  1,068
                                                                                                                                                                                                               =====                              ======                  =====


                                                                                               Cash efficiency ratio (non-GAAP)                                                                                 80.0           %         69.0            %          66.9           %


                                                                                               Cash efficiency ratio excluding merger-related charges (non-GAAP)                                                64.9           %         64.8            %          66.9           %


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

                                                                                               Income from continuing operations attributable to Key (GAAP)                                                              $171                                $199                                 $222

                                                                                               Add:                                                                             Merger-related charges, after tax         132                         28                      -

                                                                                               Income from continuing operations attributable to Key excluding merger-related

                                                                                               charges, after tax (non-GAAP)                                                                                             $303                                $227                                 $222
                                                                                                                                                                                                                         ====                                ====                                 ====


                                                                                               Average total assets from continuing operations (GAAP)                                                                $123,469                             $97,413                              $92,649
                                                                                                                                                                                                               ===


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

                                                                                               charges (non-GAAP)                                                                                                .98           %          .94            %           .95           %


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

                                                                                                                                                                                                           9/30/2016
                                                                                                                                                                                                           ---------

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

                                                                                               Common Equity Tier 1 under current RCR                                                                                 $11,353

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

                                                                                               Deferred tax assets and other intangible assets (e)                                                             (170)
                                                                                                                                                                                                                ----

                                                                                               Common Equity Tier 1 anticipated under the fully phased-in RCR (f)                                                     $11,183
                                                                                                                                                                                                                      =======


                                                                                               Net risk-weighted assets under current RCR                                                                            $118,922

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

                                                                                               Mortgage servicing assets (g)                                                                                     547

                                                                                               Volcker funds                                                                                                   (199)

                                                                                               All other assets                                                                                                (133)

                                                                                               Total risk-weighted assets anticipated under the fully phased-in RCR (f)                                              $119,137
                                                                                                                                                                                                                     ========


                                                                                               Common Equity Tier 1 ratio under the fully phased-in RCR (f)                                                     9.39           %



                                               GAAP to Non-GAAP Reconciliations (continued)

                                                           (dollars in millions)

                                                                                        Nine months ended
                                                                                        -----------------

                                                                                 9/30/2016              9/30/2015
                                                                                 ---------              ---------

    Pre-provision net revenue

                Net interest income
                (GAAP)                                                                $1,981                                   $1,746

               Plus:                            Taxable-equivalent adjustment             24                              20

               Noninterest income (GAAP)                                             1,453                           1,395

               Less:                            Noninterest expense (GAAP)             2,536                           2,104
                                                                                     -----

               Pre-provision net
                revenue from
                continuing
                operations (non-
                GAAP)                                                                   $922                                   $1,057
                                                                          ===


    Average tangible common equity

                Average Key
                shareholders'
                equity (GAAP)                                                        $11,890                                  $10,591

               Less:                            Intangible assets (average) (h)        1,473                           1,086

                Preferred Stock, Series A
                (average)                                                              410                             290
                                                                                       ---                             ---

                Average tangible common equity
                (non-GAAP)                                                           $10,007                                   $9,215
                                                                                     =======                                   ======


    Return on average tangible common equity
     from continuing operations

               Net income (loss)
                from continuing
                operations
                attributable to Key
                common shareholders
                (GAAP)                                                                  $540                                     $668

                Average tangible
                common equity (non-
                GAAP)                                                    10,007                                9,215


               Return on average
                tangible common
                equity from
                continuing
                operations (non-
                GAAP)                                                      7.21                 %               9.69         %


    Return on average tangible common equity
     consolidated

                Net income (loss)
                attributable to Key
                common shareholders
                (GAAP)                                                                  $545                                     $673

                Average tangible
                common equity (non-
                GAAP)                                                    10,007                                9,215


                Return on average
                tangible common
                equity consolidated
                (non-GAAP)                                                 7.27                 %               9.76         %


    Cash efficiency ratio

                Noninterest expense
                (GAAP)                                                                $2,536                                   $2,104

               Less:                             Intangible asset amortization
                                                 (GAAP)                                   28                              27
                                                                                       ---

                Adjusted noninterest expense
                (non-GAAP)                                                           2,508                           2,077

               Less:                            Merger-related charges                   258                               -
                                                                                       ---

                Adjusted noninterest expense
                excluding merger-related
                charges (non-GAAP)                                                    $2,250                                   $2,077
                                                                                      ======                                   ======


                Net interest income
                (GAAP)                                                                $1,981                                   $1,746

               Plus:                            Taxable-equivalent adjustment             24                              20

               Noninterest income (GAAP)                                             1,453                           1,395
                                                                                     -----                           -----

                Total taxable-equivalent
                revenue (non-GAAP)                                                   3,458                           3,161

               Add:                             Merger-related charges                    18                               -
                                                                                       ---

                Adjusted noninterest income
                excluding merger-related
                charges (non-GAAP)                                                    $3,476                                   $3,161


                Cash efficiency
                ratio (non-GAAP)                                           72.5                 %               65.7         %


                Cash efficiency
                ratio excluding
                merger-related
                charges (non-GAAP)                                         64.7                 %               65.7         %


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

               Income from
                continuing
                operations
                attributable to Key
                (GAAP)                                                                  $557                                     $685

               Add:                              Merger-related charges, after
                                                 tax                                     175                               -
                                                                                       ---

                Income from continuing
                operations attributable to Key
                excluding merger-related

               charges, after tax (non-GAAP)                                            $732                                     $685
                                                                                        ====                                     ====


                Average total assets
                from continuing
                operations (GAAP)                                                   $105,187                                  $91,322
                                                                          ===


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

               charges (non-GAAP)                                                      .93              %            1.00%



    (a)              For the three months ended September
                     30, 2016, June 30, 2016, and
                     September 30, 2015, intangible
                     assets exclude $51 million, $36
                     million, and $50 million,
                     respectively, of period-end
                     purchased credit card receivables.


    (b)             Net of capital surplus.


    (c)             9/30/16 amount is estimated.


    (d)              For the three months ended September
                     30, 2016, June 30, 2016, and
                     September 30, 2015, average
                     intangible assets exclude $47
                     million, $38 million, and $52
                     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%.


    (h)              For the nine months ended September
                     30, 2016, and September 30, 2015,
                     average intangible assets exclude
                     $42 million and $58 million,
                     respectively, of average purchased
                     credit card receivables.


    GAAP = U.S. generally accepted accounting
     principles



                                                                          Consolidated Balance Sheets

                                                                             (dollars in millions)


                                                                                 9/30/2016            6/30/2016             9/30/2015
                                                                                 ---------            ---------             ---------

    Assets

                                    Loans                                            $85,528                                     $62,098                              $60,085

                                     Loans held for
                                     sale                                 1,137                                442                             916

                                     Securities
                                     available for
                                     sale                                20,540                             14,552                          14,376

                                     Held-to-
                                     maturity
                                     securities                           8,995                              4,832                           4,936

                                     Trading account
                                     assets                                 926                                965                             811

                                     Short-term
                                     investments                          3,216                              6,599                           1,964

                                    Other investments                       747                                577                             691
                                                                          ---

                                    Total earning assets                           121,089                         90,065                          83,779

                                     Allowance for
                                     loan and lease
                                     losses                               (865)                             (854)                          (790)

                                     Cash and due from
                                     banks                                  749                                496                             470

                                     Premises and
                                     equipment                            1,023                                742                             771

                                     Operating lease
                                     assets                                 430                                399                             315

                                    Goodwill                              2,480                              1,060                           1,060

                                     Other intangible
                                     assets                                 426                                 50                              74

                                     Corporate-owned
                                     life insurance                       4,035                              3,568                           3,516

                                    Derivative assets                     1,304                              1,234                             793

                                     Accrued income
                                     and other assets                     3,480                              2,673                           3,346

                                     Discontinued
                                     assets                               1,654                              1,717                           2,086
                                                                        -----

                                    Total assets                                    $135,805                                    $101,150                              $95,420
                                                                                    ========                                    ========                              =======


    Liabilities

                                     Deposits in
                                     domestic
                                     offices:

                                     NOW and money market deposit
                                     accounts                                        $56,432                                     $40,195                              $37,301

                                    Savings deposits                                 5,335                          2,355                           2,338

                                     Certificates of deposit ($100,000
                                     or more)                                        4,601                          3,381                           2,001

                                    Other time deposits                              5,793                          3,267                           3,020
                                                                                     -----                          -----                           -----

                                    Total interest-bearing deposits                 72,161                         49,198                          44,660

                                    Noninterest-bearing deposits                    32,024                         26,127                          25,985

                                     Deposits in
                                     foreign office -
                                      interest-
                                      bearing                                 -                                 -                            428
                                                                          ---

                                    Total deposits                                 104,185                         75,325                          71,073

                                    Federal funds
                                     purchased and
                                     securities sold
                                     under repurchase
                                     agreements                             602                                360                             407

                                     Bank notes and
                                     other short-
                                     term borrowings                        809                                687                             677

                                     Derivative
                                     liabilities                            850                                746                             676

                                     Accrued expense
                                     and other
                                     liabilities                          1,739                              1,326                           1,562

                                    Long-term debt                       12,622                             11,388                          10,308

                                    Total liabilities                              120,807                         89,832                          84,703


    Equity

                                    Preferred stock                       1,165                                290                             290

                                    Common shares                         1,257                              1,017                           1,017

                                    Capital surplus                       6,359                              3,835                           3,914

                                    Retained earnings                     9,260                              9,166                           8,764

                                     Treasury stock,
                                     at cost                            (2,863)                           (2,881)                        (3,008)

                                     Accumulated other
                                     comprehensive
                                     income (loss)                        (182)                             (114)                          (272)

                                    Key shareholders' equity                        14,996                         11,313                          10,705

                                     Noncontrolling
                                     interests                                2                                  5                              12
                                                                          ---

                                    Total equity                                    14,998                         11,318                          10,717
                                                                                    ------                         ------                          ------

    Total liabilities and equity                                       $135,805                                    $101,150                                   $95,420
                                                                       ========                                    ========                                   =======


    Common shares outstanding (000)                                                        1,082,055                         842,703                      835,285



                                                                                                               Consolidated Statements of Income

                                                                                                        (dollars in millions, except per share amounts)

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

                                                                                 9/30/2016               6/30/2016                 9/30/2015               9/30/2016       9/30/2015
                                                                                 ---------               ---------                 ---------               ---------       ---------

    Interest income

                                         Loans                                          $746                                               $567                                     $542           $1,875         $1,597

                                          Loans held for
                                          sale                                            10                                                  5                                       10               23             29

                                          Securities
                                          available for
                                          sale                                            88                                                 74                                       75              237            217

                                          Held-to-
                                          maturity
                                          securities                                      30                                                 24                                       24               78             72

                                          Trading account
                                          assets                                           4                                                  6                                        5               17             15

                                          Short-term
                                          investments                                      7                                                  6                                        1               17              5

                                          Other
                                          investments                                      5                                                  2                                        4               10             14


                                         Total interest income                           890                                                684                                      661            2,257          1,949


    Interest expense

                                         Deposits                                         49                                                 34                                       27              114             79

                                          Bank notes and
                                          other short-
                                          term
                                          borrowings                                       2                                                  3                                        2                7              6

                                         Long-term debt                                   59                                                 50                                       41              155            118


                                         Total interest expense                          110                                                 87                                       70              276            203


    Net interest income                                                      780                                                597                                      591                 1,981          1,746

    Provision for credit losses                                               59                                                 52                                       45                   200            121
                                                                             ---                                                ---                                      ---                   ---            ---

    Net interest income after provision
     for credit losses                                                       721                                                545                                      546                 1,781          1,625


    Noninterest income

                                          Trust and
                                          investment
                                          services
                                          income                                         122                                                110                                      108              341            328

                                          Investment
                                          banking and
                                          debt placement
                                          fees                                           156                                                 98                                      109              325            318

                                          Service charges
                                          on deposit
                                          accounts                                        85                                                 68                                       68              218            192

                                          Operating lease
                                          income and
                                          other leasing
                                          gains                                            6                                                 18                                       15               41             58

                                          Corporate
                                          services
                                          income                                          51                                                 53                                       57              154            143

                                          Cards and
                                          payments
                                          income                                          66                                                 52                                       47              164            136

                                          Corporate-
                                          owned life
                                          insurance
                                          income                                          29                                                 28                                       30               85             91

                                          Consumer
                                          mortgage
                                          income                                           6                                                  3                                        3               11             10

                                          Mortgage
                                          servicing fees                                  15                                                 10                                       11               37             33

                                          Net gains
                                          (losses) from
                                          principal
                                          investing                                        5                                                 11                                       11               16             51

                                          Other income
                                          (a)                                              8                                                 22                                       11               61             35


                                         Total noninterest income                        549                                                473                                      470            1.453          1,395


    Noninterest expense

                                         Personnel                                       594                                                427                                      426            1.425          1,223

                                         Net occupancy                                    73                                                 59                                       60              193            191

                                          Computer
                                          processing                                      70                                                 45                                       41              158            121

                                          Business
                                          services and
                                          professional
                                          fees                                            76                                                 40                                       40              157            115

                                         Equipment                                        26                                                 21                                       22               68             66

                                          Operating lease
                                          expense                                         15                                                 14                                       11               42             34

                                         Marketing                                        32                                                 22                                       17               66             40

                                         FDIC assessment                                  21                                                  8                                        8               38             24

                                          Intangible
                                          asset
                                          amortization                                    13                                                  7                                        9               28             27

                                          OREO expense,
                                          net                                              3                                                  2                                        2                6              5

                                         Other expense                                   159                                                106                                       88              355            258


                                         Total noninterest expense                     1,082                                                751                                      724            2,536          2,104
                                                                                       -----                                                ---                                      ---            -----          -----

    Income (loss) from continuing
     operations before income taxes                                          188                                                267                                      292                   698            916

                                         Income taxes                                     16                                                 69                                       72              141            230


    Income (loss) from continuing
     operations                                                              172                                                198                                      220                   557            686

                                         Income (loss)
                                          from
                                          discontinued
                                          operations,
                                          net of taxes                                     1                                                  3                                      (3)               5              5


    Net income (loss)                                                        173                                                201                                      217                   562            691

                                         Less:  Net
                                          income (loss)
                                          attributable
                                          to
                                          noncontrolling
                                          interests                                        1                                                (1)                                     (2)               -             1


    Net income (loss) attributable to
     Key                                                                    $172                                               $202                                     $219                  $562           $690
                                                                            ====                                               ====                                     ====                  ====           ====


    Income (loss) from continuing
     operations attributable to Key
     common shareholders                                                    $165                                               $193                                     $216                  $540           $668

    Net income (loss) attributable to
     Key common shareholders                                                 166                                                196                                      213                   545            673


    Per common share
    ----------------

    Income (loss) from continuing
     operations attributable to Key
     common shareholders                                                    $.17                                               $.23                                     $.26                  $.61           $.79

    Income (loss) from discontinued
     operations, net of taxes                                                  -                                                 -                                       -                  .01            .01

    Net income (loss) attributable to
     Key common shareholders  (b)                                            .17                                                .23                                      .26                   .62            .80


    Per common share - assuming dilution
    ------------------------------------

    Income (loss) from continuing
     operations attributable to Key
     common shareholders                                                    $.16                                               $.23                                     $.26                  $.60           $.78

    Income (loss) from discontinued
     operations, net of taxes                                                  -                                                 -                                       -                  .01            .01

    Net income (loss) attributable to
     Key common shareholders  (b)                                            .17                                                .23                                      .25                   .61            .79


    Cash dividends declared per common
     share                                                                 $.085                                              $.085                                    $.075                 $.245          $.215


    Weighted-average common shares
     outstanding (000)                                                   982,080                                            831,899                                  831,430               880,824        839,758

                                         Effect of
                                          common share
                                          options and
                                          other stock
                                          awards                                      12,580                                              6,597                                    7,450            8,965          7,613


    Weighted-average common shares and
     potential common shares outstanding
     (000)  (c)                                                          994,660                                            838,496                                  838,880               889,789        847,371
                                                                         =======                                            =======                                  =======               =======        =======


    (a)                                   For the three months ended September 30, 2016, net securities losses totaled $6 million. For the three months ended
                                          June 30, 2016, and September 30, 2015, net securities gains (losses) totaled less than $1 million. For the three
                                          months ended September 30, 2016, June 30, 2016, and September 30, 2015, 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)


                                                         Third Quarter 2016                                              Second Quarter 2016                                            Third Quarter 2015
                                                                                                                         -------------------

                                              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,
                  financial and
                  agricultural
                  (d)                                 $37,318                                           $317                                               3.38                %                                         $32,630                                               $270                  3.32%                     $30,374                       $244                3.19%

                  Real estate -
                  commercial
                  mortgage                             12,879                                            126                                               3.91                                                            8,404                                                 80                   3.85                        7,988                         73                 3.65

                  Real estate -
                  construction                          1,723                                             21                                               4.67                                                              869                                                  8                   3.78                        1,164                         11                 3.78

                  Commercial
                  lease
                  financing                             4,508                                             38                                               3.33                                                            3,949                                                 37                   3.77                        3,946                         35                 3.57


                 Total commercial loans                          56,428                                          502                                                 3.54                                                           45,852                                                395                    3.47                     43,472                          363           3.32

                  Real estate -
                  residential
                  mortgage                              4,453                                             45                                               3.96                                                            2,253                                                 22                   4.11                        2,258                         24                 4.19

                  Home equity
                  loans                                11,968                                            122                                               4.07                                                           10,098                                                102                   4.04                       10,510                        105                 3.96

                  Consumer direct
                  loans                                 1,666                                             30                                               7.20                                                            1,599                                                 26                   6.53                        1,597                         26                 6.53

                 Credit cards                             996                                             27                                              10.80                                                              792                                                 21                  10.58                          759                         21                10.74

                  Consumer
                  indirect loans                        2,186                                             28                                               5.23                                                              554                                                  9                   6.56                          685                         11                 6.47


                 Total consumer loans                            21,269                                          252                                                 4.73                                                           15,296                                                180                    4.74                     15,809                          187           4.69
                                                                 ------                                          ---                                                 ----                                                           ------                                                ---                    ----                     ------                          ---           ----

                 Total loans                                     77,697                                          754                                                 3.86                                                           61,148                                                575                    3.78                     59,281                          550           3.69

                  Loans held for
                  sale                                  1,152                                             10                                               3.48                                                              611                                                  5                   3.18                          939                         10                 3.96

                  Securities
                  available for
                  sale (b), (e)                        17,972                                             88                                               1.99                                                           14,268                                                 74                   2.08                       14,247                         74                 2.11

                  Held-to-
                  maturity
                  securities (b)                        6,250                                             30                                               1.86                                                            4,883                                                 24                   1.98                        4,923                         24                 1.95

                  Trading account
                  assets                                  860                                              4                                               2.12                                                              967                                                  6                   2.28                          699                          5                 2.50

                  Short-term
                  investments                           5,911                                              7                                                .48                                                            5,559                                                  6                    .45                        2,257                          1                  .26

                  Other
                  investments
                  (e)                                     717                                              5                                               2.74                                                              610                                                  2                   1.54                          696                          4                 2.52


                 Total earning assets                           110,559                                          898                                                 3.24                                                           88,046                                                692                    3.16                     83,042                          668           3.21

                  Allowance for
                  loan and lease
                  losses                                (847)                                                                                                                     (833)                                                                                                                      (790)

                  Accrued income
                  and other
                  assets                               13,757                                                                                                                     10,200                                                                                                                      10,397

                  Discontinued
                  assets                                1,676                                                                                                                      1,738                                                                                                                       2,118


                 Total assets                                  $125,145                                                                                                        $99,151                                                                                                                     $94,767
                                                               ========                                                                                                        =======                                                                                                                     =======


    Liabilities

                  NOW and money
                  market deposit
                  accounts                            $51,318                                             25                                                .20                                                          $39,687                                                 16                    .17                      $36,289                         15                  .16

                  Savings
                  deposits                              4,521                                              1                                                .07                                                            2,375                                                  -                                .02                      2,371                            -                .02

                  Certificates of
                  deposit
                  ($100,000 or
                  more) (f)                             4,204                                             12                                               1.15                                                            3,233                                                 11                   1.39                        1,985                          6                 1.27

                  Other time
                  deposits                              5,031                                             11                                                .85                                                            3,252                                                  7                    .85                        3,064                          6                  .70

                  Deposits in
                  foreign office                            -                                             -                                                 -                                                               -                                                 -                                  -                                492                          -                  .23


                  Total interest-bearing
                  deposits                                       65,074                                           49                                                  .30                                                           48,547                                                 34                     .29                     44,201                           27            .24

                  Federal funds
                  purchased and
                  securities                              578                                              -                                               .16                                                              337                                                  -                                .01                        859                            -                .08

                         sold under
                          repurchase
                          agreements

                  Bank notes and
                  other short-
                  term
                  borrowings                            1,186                                              2                                                .91                                                              694                                                  3                   1.39                          567                          2                 1.51

                  Long-term debt
                  (f), (g)                             10,415                                             59                                               2.31                                                            9,294                                                 50                   2.25                        7,893                         41                 2.20


                  Total interest-bearing
                  liabilities                                    77,253                                          110                                                  .57                                                           58,872                                                 87                     .60                     53,520                           70            .53
                                                                 ------                                          ---                                                  ---                                                           ------                                                ---                     ---                     ------                          ---            ---

                  Noninterest-
                  bearing
                  deposits                             29,844                                                                                                                     25,357                                                                                                                      26,268

                  Accrued expense
                  and other
                  liabilities                           2,818                                                                                                                      2,032                                                                                                                       2,236

                  Discontinued
                  liabilities
                  (g)                                   1,676                                                                                                                      1,738                                                                                                                       2,118


                 Total liabilities                              111,591                                                                                                                       87,999                                                                                                                    84,142


    Equity

                  Key
                  shareholders'
                  equity                               13,552                                                                                                                     11,147                                                                                                                      10,614

                  Noncontrolling
                  interests                                 2                                                                                                                          5                                                                                                                          11


                 Total equity                                    13,554                                                                                                                       11,152                                                                                                                    10,625


                 Total liabilities and equity                  $125,145                                                                                                                      $99,151                                                                                                                   $94,767
                                                               ========                                                                                                                      =======                                                                                                                   =======


    Interest rate spread (TE)                                                                                                        2.67                     %                                                                                                                     2.56%                                                             2.68%
                                                                                                                                     ====                                                                                                                                            ====                                                               ====


    Net interest income (TE) and net
     interest margin (TE)                                                                            788                                               2.85                %                                                                                   605                             2.76%                                              598               2.87%
                                                                                                                                                      ====                                                                                                                                    ====                                                                 ====

    TE adjustment (b)                                                                                  8                                                                                                                                          8                                                                                       7
                                                                                                     ---                                                                                                                                        ---                                                                                     ---

                  Net interest
                  income, GAAP
                  basis                                                                $780                                                                                                                                           $597                                                                                     $591


    (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, financial and
                     agricultural average balances
                     include $107 million, $87
                     million, and $88 million of
                     assets from commercial credit
                     cards for the three months ended
                     September 30, 2016, June 30,
                     2016, and September 30, 2015,
                     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



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

                                                                                                                               (dollars in millions)


                                                        Nine months ended September 30, 2016                                                          Nine months ended September 30, 2015
                                                        ------------------------------------                                                          ------------------------------------

                                             Average                                                                                 Average

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

    Assets

                 Loans: (b), (c)

                  Commercial,
                  financial and
                  agricultural
                  (d)                           $33,859                                             $850                                                3.35                 %                             $29,244        $700         3.20%

                  Real estate -
                  commercial
                  mortgage                        9,818                                              283                                                3.85                                                 8,021         220          3.67

                  Real estate -
                  construction                    1,205                                               39                                                4.30                                                 1,168          33          3.76

                  Commercial
                  lease
                  financing                       4,139                                              111                                                3.57                                                 3,998         107          3.57


                 Total commercial loans          49,021                                            1,283                                                3.50                                                42,431       1,060          3.34

                  Real estate -
                  residential
                  mortgage                        2,986                                               91                                                4.05                                                 2,241          71          4.22

                  Home equity
                  loans                          10,773                                              327                                                4.06                                                10,531         313          3.98

                  Consumer direct
                  loans                           1,619                                               82                                                6.77                                                 1,572          77          6.56

                 Credit cards                       858                                               69                                               10.71                                                   743          60         10.80

                  Consumer
                  indirect loans                  1,118                                               47                                                5.67                                                   745          36          6.42


                  Total consumer
                  loans                          17,354                                              616                                                4.74                                                15,832         557          4.71


                 Total loans                     66,375                                            1,899                                                3.82                                                58,263       1,617          3.71

                  Loans held for
                  sale                              864                                               23                                                3.58                                                 1,000          29          3.77

                  Securities
                  available for
                  sale (b), (e)                  15,492                                              237                                                2.06                                                13,569         217          2.15

                  Held-to-
                  maturity
                  securities (b)                  5,320                                               78                                                1.94                                                 4,945          72          1.93

                  Trading account
                  assets                            881                                               17                                                2.60                                                   740          15          2.62

                  Short-term
                  investments                     4,971                                               17                                                 .46                                                 2,627           5           .26

                  Other
                  investments
                  (e)                               658                                               10                                                2.05                                                   717          14          2.60


                  Total earning
                  assets                         94,561                                            2,281                                                3.23                                                81,861       1,969          3.22

                  Allowance for
                  loan and lease
                  losses                          (828)                                                                                                                                        (792)

                  Accrued income
                  and other
                  assets                         11,454                                                                                                                                        10,253

                  Discontinued
                  assets                          1,739                                                                                                                                         2,194


                 Total assets                  $106,926                                                                                                                                       $93,516
                                         ===


    Liabilities

                  NOW and money
                  market deposit
                  accounts                      $42,935                                               56                                                 .18                                               $35,793          42           .15

                  Savings
                  deposits                        3,087                                                1                                                 .04                                                 2,383           -          .02

                  Certificates of
                  deposit
                  ($100,000 or
                  more) (f)                       3,402                                               33                                                1.28                                                 2,004          19          1.27

                  Other time
                  deposits                        3,832                                               24                                                 .83                                                 3,138          17           .71

                  Deposits in
                  foreign office                      -                                               -                                                  -                                                  534           1           .23


                  Total interest-bearing
                  deposits                       53,256                                              114                                                 .29                                                43,852          79           .24


                  Federal funds
                  purchased and
                  securities                        451                                                -                                                .09                                                   713           -          .05

                      sold under
                       repurchase
                       agreements

                  Bank notes and
                  other short-
                  term
                  borrowings                        825                                                7                                                1.21                                                   577           6          1.48

                  Long-term debt
                  (f), (g)                        9,429                                              155                                                2.25                                                 7,001         118          2.32


                  Total interest-bearing
                  liabilities                    63,961                                              276                                                 .58                                                52,143         203           .52
                                                 ------                                              ---                                                 ---                                                ------         ---           ---

                  Noninterest-
                  bearing
                  deposits                       26,938                                                                                                                                        26,377

                  Accrued expense
                  and other
                  liabilities                     2,392                                                                                                                                         2,200

                  Discontinued
                  liabilities
                  (g)                             1,739                                                                                                                                         2,194


                  Total
                  liabilities                    95,030                                                                                                                                        82,914


    Equity

                  Key
                  shareholders'
                  equity                         11,890                                                                                                                                        10,591

                  Noncontrolling
                  interests                           6                                                                                                                                            11


                 Total equity                    11,896                                                                                                                                        10,602


                  Total
                  liabilities
                  and equity                   $106,926                                                                                                                                       $93,516
                                         ===


    Interest rate spread (TE)                                                                                                                     2.65                 %                                                       2.70%
                                                                                                                                                  ====                                                                          ====


    Net interest income (TE) and net
     interest margin (TE)                                                                                 2,005                                   2.84%                                                            1,766        2.88%
                                                                                                                                                  ====                                                                          ====

    TE adjustment (b)                                                                                        24                                                                                                       20
                                                                                                            ---                                                                                                      ---

                  Net interest
                  income, GAAP
                  basis                                                             $1,981                                                                                                                $1,746


    (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, financial and
                     agricultural average balances
                     include $93 million and $88
                     million of assets from commercial
                     credit cards for the nine months
                     ended September 30, 2016, and
                     September 30, 2015, 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                                  Nine months ended
                                                                                                                     -----------------

                                                9/30/2016          6/30/2016         9/30/2015             9/30/2016     9/30/2015
                                                ---------          ---------         ---------             ---------     ---------

    Personnel  (a)                                          $594                                      $427                               $426 $1,425 $1,223

    Net occupancy                                             73                                        59                                 60    193    191

    Computer processing                                       70                                        45                                 41    158    121

    Business services and professional fees                   76                                        40                                 40    157    115

    Equipment                                                 26                                        21                                 22     68     66

    Operating lease expense                                   15                                        14                                 11     42     34

    Marketing                                                 32                                        22                                 17     66     40

    FDIC assessment                                           21                                         8                                  8     38     24

    Intangible asset amortization                             13                                         7                                  9     28     27

    OREO expense, net                                          3                                         2                                  2      6      5

    Other expense                                            159                                       106                                 88    355    258
                                                             ---                                       ---                                ---    ---    ---

    Total noninterest expense                             $1,082                                      $751                               $724 $2,536 $2,104
                                                          ======                                      ====                               ==== ====== ======


    Merger-related charges  (b)                              189                                        45                                  -   258      -

    First Niagara impact (c)                                 140                                         -                                 -   140      -
                                                             ---                                       ---                               ---   ---    ---

    Total noninterest expense excluding merger-
     related charges and                                    $753                                      $706                               $724 $2,138 $2,104

    First Niagara impact



    Average full-time equivalent employees  (d)           17,079                                    13,419                             13,555 14,642 13,525


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


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


    (c)              Reflects two months of First
                     Niagara activity during the
                     third quarter of 2016.


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



                                                                                                                                                             Personnel Expense

                                                                                                                                                               (in millions)


                                                                                                                                                      Three months ended                                Nine months ended

                                                                                                                                     9/30/2016            6/30/2016            9/30/2015         9/30/2016                9/30/2015
                                                                                                                                     ---------            ---------            ---------         ---------                ---------

    Salaries and contract labor                                                                                                                    $329                                    $266                                        $247           $839        $714

    Incentive and stock-based compensation                                                                                                        162                                     101                                         103            352         295

    Employee benefits                                                                                                                              73                                      58                                          75            199         202

    Severance                                                                                                                                      30                                       2                                           1             35          12
                                                                                                                                                  ---                                     ---                                         ---            ---         ---

    Total personnel expense                                                                                                                        $594                                    $427                                        $426         $1,425      $1,223
                                                                                                                                                   ====                                    ====                                        ====         ======      ======


    Merger-related charges                                                                                                                  97                                         35                                           -          148            -

    First Niagara impact (a)                                                                                                                72                                          -                                          -           72            -

    Total personnel expense excluding merger-related charges and                                                                                   $425                                    $392                                        $426         $1,205      $1,223

    First Niagara impact



    (a)      Reflects two months of First Niagara activity during the third quarter of 2016.


                                                                                                                                                Merger-Related Charges

                                                                                                                                                     (in millions)


                                                                                                                                                   Three months ended                           Nine months ended

                                                                                                                                     9/30/2016            6/30/2016            9/30/2015         9/30/2016                9/30/2015
                                                                                                                                     ---------            ---------            ---------         ---------                ---------

    Net interest income                                                                                                                            $(6)                                      -                                          -          $(6)          -


    Operating lease income and other leasing gains                                                                                         (2)                                         -                                          -          (2)           -

    Other income                                                                                                                          (10)                                         -                                          -         (10)           -
                                                                                                                                           ---                                        ---                                        ---          ---          ---

    Noninterest income                                                                                                                    (12)                                         -                                          -         (12)           -


    Personnel (a)                                                                                                                           97                                        $35                                           -          148            -

    Business services and professional fees                                                                                                 32                                          5                                           -           44            -

    Computer processing                                                                                                                     15                                          -                                          -           15            -

    Marketing                                                                                                                                9                                          3                                           -           13            -

    Other nonpersonnel expense                                                                                                              36                                          2                                           -           38            -
                                                                                                                                           ---                                        ---                                         ---          ---          ---

    Noninterest expense                                                                                                                    189                                         45                                           -          258            -
                                                                                                                                           ---                                        ---                                         ---          ---          ---

    Total merger-related charges                                                                                                                   $207                                     $45                                           -          $276           -
                                                                                                                                                   ====                                     ===                                         ===          ====         ===


    (a)       Personnel expense includes severance, technology development related to systems conversion, and fully-dedicated personnel for merger and integration efforts.



                                                                                       Loan Composition

                                                                                     (dollars in millions)


                                                                                                                            Percent change 9/30/16 vs.

                                                       9/30/2016         6/30/2016                9/30/2015         6/30/2016                9/30/2015
                                                       ---------         ---------                ---------         ---------                ---------

    Commercial, financial and
     agricultural  (a)                         $39,433                         33,376                                     $31,095                           18.1       %       26.8            %

    Commercial real estate:

                                Commercial
                                mortgage        14,979                          8,582                           8,180                                  74.5               83.1

                               Construction      2,189                            881                           1,070                                 148.5              104.6
                                               -----

                                Total
                                commercial
                                real estate
                                loans           17,168                          9,463                           9,250                                  81.4               85.6

    Commercial lease financing
     (b)                                                           4,783                             3,988                           3,929                        19.9                 21.7
                                                                   -----                             -----                           -----                        ----                 ----

                                Total
                                commercial
                                loans           61,384                         46,827                          44,274                                  31.1               38.6

    Residential - prime loans:

                                Real estate -
                                residential
                                mortgage         5,509                          2,285                           2,267                                 141.1              143.0

                                Home equity
                                loans           12,757                         10,062                          10,504                                  26.8               21.4
                                              ------

    Total residential -prime
     loans                                                        18,266                            12,347                          12,771                        47.9                 43.0

    Consumer direct loans                                          1,764                             1,584                           1,612                        11.4                  9.4

    Credit cards                                                   1,084                               813                             770                        33.3                 40.8

    Consumer indirect loans                                        3,030                               527                             658                       475.0                360.5
                                                                   -----                               ---                             ---                       -----                -----

                                Total
                                consumer
                                loans           24,144                         15,271                          15,811                                  58.1               52.7
                                              ------

                                Total loans
                                (c), (d)                   $85,528                                     $62,098                                     $60,085               37.7       %            42.3 %
                                                 ===                                                                                                                                        ===


    (a)              Loan balances include $117 million,
                     $88 million, and $88 million of
                     commercial credit card balances at
                     September 30, 2016, June 30, 2016,
                     and September 30, 2015,
                     respectively.


    (b)              Commercial lease financing includes
                     receivables held as collateral for
                     a secured borrowing of $76
                     million, $102 million, and $162
                     million at September 30, 2016,
                     June 30, 2016, and September 30,
                     2015, respectively. Principal
                     reductions are based on the cash
                     payments received from these
                     related receivables.


    (c)              At September 30, 2016, total loans
                     include purchased loans of $22.4
                     billion, of which $959 million
                     were purchased credit impaired. At
                     June 30, 2016, total loans include
                     purchased loans of $104 million,
                     of which $11 million were
                     purchased credit impaired. At
                     September 30, 2015, total loans
                     include purchased loans of $119
                     million, of which $12 million were
                     purchased credit impaired.


    (d)              Total loans exclude loans of $1.6
                     billion at September 30, 2016,
                     $1.7 billion at June 30, 2016, and
                     $1.9 billion at September 30,
                     2015, related to the discontinued
                     operations of the education
                     lending business.



                                                           Loans Held for Sale Composition

                                                                (dollars in millions)


                                                                                         Percent change 9/30/16 vs.

                                  9/30/2016   6/30/2016       9/30/2015               6/30/2016                 9/30/2015
                                  ---------   ---------       ---------               ---------                 ---------

    Commercial,
     financial and
     agricultural             $56                         $150                                                $74                   (62.7)       %            (24.3)      %

    Real estate -
     commercial
     mortgage                        1,016              270                                  806                              276.3                 26.1

    Commercial lease
     financing                           3                3                                   10                                    -                    (70.0)

    Real estate -
     residential
     mortgage (a)                       62               19                                   26                              226.3                138.5
                                       ---              ---                                  ---                              -----                -----

                     Total
                      loans
                      held
                      for
                      sale
                      (b)              $1,137                         $442                                               $916              157.2           %         24.1   %
                            ===


    (a)              Real estate -residential mortgage
                     loans held for sale at fair value.


    (b)              Total loans held for sale exclude
                     loans held for sale of $169
                     million at September 30, 2015,
                     related to the discontinued
                     operations of the education
                     lending business.



                                                             Summary of Changes in Loans Held for Sale

                                                                           (in millions)


                                            3Q16   2Q16            1Q16                   4Q15         3Q15
                                            ----   ----            ----                   ----         ----

    Balance at beginning of
     period                                   $442                   $684                                 $639                  $916  $835

                             Purchases          48             -                                -                     -          -

                              New
                              originations   2,857         1,539                             1,114                  1,655       1,673

                             Transfers
                              from (to)
                              held to
                              maturity,
                              net                2            22                                 -                    22          24

                             Loan sales    (2,180)      (1,802)                          (1,108)               (1,943)    (1,616)

                              Loan draws
                              (payments),
                              net             (32)          (1)                               39                   (11)          -

    Balance at end of period
     (a), (b)                               $1,137                   $442                                 $684                  $639  $916
                                            ======                   ====                                 ====                  ====  ====


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


    (b)              Total loans held for sale exclude
                     loans held for sale of $169
                     million at September 30, 2015,
                     related to the discontinued
                     operations of the education
                     lending business.



                                                         Asset Quality Statistics From Continuing Operations

                                                                        (dollars in millions)


                                 3Q16         2Q16        1Q16               4Q15                    3Q15
                                 ----         ----        ----               ----                    ----

    Net loan charge-offs                 $44                          $43                                     $46           $37    $41

    Net loan charge-offs
     to average total
     loans                          .23      %       .28             %           .31                 %         .25 %   .27      %

    Allowance for loan and
     lease losses                       $865                         $854                                    $826          $796   $790

    Allowance for credit
     losses (a)                     918              904                         895                           852     844

    Allowance for loan and
     lease losses to
     period-end loans              1.01      %      1.38             %          1.37                 %        1.33 %  1.31      %

    Allowance for credit
     losses to period-end
     loans                         1.07             1.46                        1.48                          1.42    1.40

    Allowance for loan and
     lease losses to
     nonperforming loans
     (b)                          119.6            138.0                       122.2                         205.7   197.5

    Allowance for credit
     losses to
     nonperforming loans
     (b)                          127.0            146.0                       132.4                         220.2   211.0

    Nonperforming loans at
     period end (b)                     $723                         $619                                    $676          $387   $400

    Nonperforming assets
     at period end (b)              760              637                         692                           403     417

    Nonperforming loans to
     period-end portfolio
     loans (b)                      .85      %      1.00             %          1.12                 %         .65 %   .67      %

    Nonperforming assets
     to period-end
     portfolio loans plus           .89             1.03                        1.14                           .67     .69

           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
                     $959 million, $11 million, $11
                     million, $11 million, and $12
                     million of purchased credit
                     impaired loans at September 30,
                     2016, June 30, 2016, March 31, 2016
                     , December 31, 2015, and September
                     30, 2015, respectively.



                                                                       Summary of Loan and Lease Loss Experience From Continuing Operations

                                                                                              (dollars in millions)


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

                            9/30/2016         6/30/2016               9/30/2015              9/30/2016                 9/30/2015
                            ---------         ---------               ---------              ---------                 ---------

    Average loans
     outstanding                      $77,697                                       $61,148                                           $59,281                    $66,375   $58,263
                                      =======                                       =======                                           =======                    =======   =======


    Allowance for loan and
     lease losses at
     beginning of period          854                             826                                796                                   796              794

    Loans charged off:

    Commercial, financial
     and agricultural              17                              35                                 26                                    78               59


    Real estate -
     commercial mortgage            -                              2                                  -                                    3                2

    Real estate -
     construction                   9                               -                                 -                                    9                1
                                  ---                             ---                               ---                                  ---              ---

    Total commercial real
     estate loans                   9                               2                                  -                                   12                3

    Commercial lease
     financing                      5                               3                                  2                                    11                5
                                  ---                             ---                                ---                                   ---              ---

    Total commercial loans         31                              40                                 28                                   101               67


    Real estate -
     residential mortgage           1                               1                                  1                                     4                4

    Home equity loans               5                               7                                  7                                    22               25

    Consumer direct loans           6                               6                                  6                                    18               18

    Credit cards                    9                               8                                  7                                    25               23

    Consumer indirect loans         3                               2                                  4                                     9               15
                                  ---                             ---                                ---                                   ---              ---

    Total consumer loans           24                              24                                 25                                    78               85
                                  ---                             ---                                ---                                   ---              ---

    Total loans charged off        55                              64                                 53                                   179              152

    Recoveries:

    Commercial, financial
     and agricultural               2                               3                                  2                                     8               13


    Real estate -
     commercial mortgage            1                               6                                  -                                    9                2

    Real estate -
     construction                   1                               -                                 -                                    2                1
                                  ---                             ---                               ---                                  ---              ---

    Total commercial real
     estate loans                   2                               6                                  -                                   11                3

    Commercial lease
     financing                      -                              2                                  2                                     2                7
                                  ---                            ---                                ---                                   ---              ---

    Total commercial loans          4                              11                                  4                                    21               23


    Real estate -
     residential mortgage           1                               -                                 -                                    3                1

    Home equity loans               3                               4                                  4                                    10                9

    Consumer direct loans           1                               2                                  1                                     4                5

    Credit cards                    1                               1                                  1                                     3                2

    Consumer indirect loans         1                               3                                  2                                     5                7
                                  ---                             ---                                ---                                   ---              ---

    Total consumer loans            7                              10                                  8                                    25               24
                                  ---                             ---                                ---                                   ---              ---

    Total recoveries               11                              21                                 12                                    46               47
                                  ---                             ---                                ---                                   ---              ---

    Net loan charge-offs         (44)                           (43)                              (41)                                (133)           (105)

    Provision (credit) for
     loan and lease losses         56                              71                                 36                                   203              102

    Foreign currency
     translation adjustment       (1)                              -                               (1)                                  (1)             (1)
                                  ---                             ---                               ---                                   ---              ---

    Allowance for loan and
     lease losses at end of
     period                              $865                                          $854                                              $790                       $865      $790
                                         ====                                          ====                                              ====                       ====      ====


    Liability for credit
     losses on lending-
     related commitments at
     beginning of period                  $50                                           $69                                               $45                        $56       $35

    Provision (credit) for
     losses on lending-
     related commitments            3                            (19)                                 9                                   (3)              19
                                  ---                             ---                                ---                                   ---              ---

    Liability for credit
     losses on lending-
     related commitments at
     end of period (a)                    $53                                           $50                                               $54                        $53       $54
                                          ===                                           ===                                               ===                        ===       ===


    Total allowance for
     credit losses at end
     of period                           $918                                          $904                                              $844                       $918      $844
                                         ====                                          ====                                              ====                       ====      ====


    Net loan charge-offs
     to average total loans       .23          %                 .28%                  .27%                      .27                 %         .24%

    Allowance for loan and
     lease losses to
     period-end loans            1.01                            1.38                   1.31                      1.01                           1.31

    Allowance for credit
     losses to period-end
     loans                       1.07                            1.46                   1.40                      1.07                           1.40

    Allowance for loan and
     lease losses to
     nonperforming loans        119.6                           138.0                  197.5                     119.6                          197.5

    Allowance for credit
     losses to
     nonperforming loans        127.0                           146.0                  211.0                     127.0                          211.0


    Discontinued operations
     -education lending
     business:

    Loans charged off                      $6                                            $6                                                $9                        $21       $25

    Recoveries                      3                               2                                  2                                     8               10
                                  ---                             ---                                ---                                   ---              ---

    Net loan charge-offs                 $(3)                                         $(4)                                             $(7)                     $(13)    $(15)
                                          ===                                           ===                                               ===                       ====      ====


    (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)


                                 9/30/2016      6/30/2016                3/31/2016                12/31/2015             9/30/2015
                                 ---------                               ---------                ----------             ---------

    Commercial, financial
     and agricultural                      $335                                $321                                $380                $82      $89


    Real estate -
     commercial mortgage                     32                                  14                                  16                 19       23

    Real estate -
     construction                            17                                  25                                  12                  9        9
                                            ---                                 ---                                 ---                ---      ---

    Total commercial real
     estate loans                            49                                  39                                  28                 28       32

    Commercial lease
     financing                               13                                  10                                  11                 13       21
                                            ---                                 ---                                 ---                ---      ---

    Total commercial loans                  397                                 370                                 419                123      142


    Real estate -
     residential mortgage                    72                                  54                                  59                 64       67

    Home equity loans                       225                                 189                                 191                190      181

    Consumer direct loans                     2                                   1                                   1                  2        1

    Credit cards                              3                                   2                                   2                  2        2

    Consumer indirect
     loans                                   24                                   3                                   4                  6        7
                                            ---                                 ---                                 ---                ---      ---

    Total consumer loans                    326                                 249                                 257                264      258
                                            ---                                 ---                                 ---                ---      ---

             Total nonperforming
              loans (a)                     723                                 619                                 676                387      400

    OREO                                     35                                  15                                  14                 14       17

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

         Total nonperforming
          assets (a)                       $760                                $637                                $692               $403     $417
                                           ====                                ====                                ====               ====     ====


    Accruing loans past
     due 90 days or more                    $49                                 $70                                 $70                $72      $54

    Accruing loans past
     due 30 through 89
     days                                   317                                 203                                 237                208      271

    Restructured loans -
     accruing and
     nonaccruing (b)                        304                                 277                                 283                280      287

    Restructured loans
     included in
     nonperforming loans
     (b)                                    149                                 133                                 151                159      160

    Nonperforming assets
     from discontinued
     operations -                             5                                   5                                   6                  7        8

          education lending
           business

    Nonperforming loans to
     period-end portfolio
     loans  (a)                            .85%                              1.00%                              1.12%              .65%    .67%

    Nonperforming assets
     to period-end
     portfolio loans                        .89                                1.03                                1.14                .67      .69

          plus OREO and other
           nonperforming assets
           (a)



    (a)              Nonperforming loan balances exclude
                     $959 million, $11 million, $11
                     million, $11 million, and $12
                     million of purchased credit
                     impaired loans at  September 30,
                     2016, June 30, 2016, March 31,
                     2016, December 31, 2015, and
                     September 30, 2015, 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)


                          3Q16      2Q16           1Q16                  4Q15                    3Q15
                          ----      ----           ----                  ----                    ----

    Balance at beginning
     of period                 $619                             $676                                           $387    $400     $419

    Loans placed on
     nonaccrual status           78                              124                                            406      81       81

    Nonperforming loans
     acquired from First
     Niagara                    150                                -                                             -      -       -

    Charge-offs                (53)                            (64)                                          (60)   (51)    (53)

    Loans sold                    -                               -                                          (11)      -     (2)

    Payments                   (32)                            (75)                                           (8)   (21)    (16)

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

    Transfers to other
     nonperforming assets         -                               -                                             -    (1)       -

    Loans returned to
     accrual status            (34)                            (36)                                          (34)   (17)    (25)
                                ---                              ---                                            ---     ---      ---

    Balance at end of
     period (a)                $723                             $619                                           $676    $387     $400
                               ====                             ====                                           ====    ====     ====



    (a)              Nonperforming loan balances exclude
                     $959 million, $11 million, $11
                     million, $11 million, and $12
                     million of purchased credit
                     impaired loans at September 30,
                     2016, June 30, 2016, March 31,
                     2016, December 31, 2015, and
                     September 30, 2015, respectively.



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

                                                                           (in millions)


                          3Q16     2Q16                    1Q16                 4Q15                    3Q15
                          ----     ----                    ----                 ----                    ----

    Balance at beginning
     of period                 $15                                      $14                                           $14          $17     $20

    Properties acquired -
     First Niagara              19                                        -                                            -           -      -

    Properties acquired -
     nonperforming loans         5                                        6                                             4            4       4

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

    Properties sold            (2)                                     (3)                                          (3)         (5)    (5)
                               ---                                      ---                                           ---          ---     ---

    Balance at end of
     period                    $35                                      $15                                           $14          $14     $17
                               ===                                      ===                                           ===          ===     ===



                                                                                                              Line of Business Results

                                                                                                               (dollars in millions)


                                                                                                                                                                                                          Percent change 3Q16 vs.

                                                                        3Q16             2Q16         1Q16                   4Q15               3Q15        2Q16      3Q15
                                                                        ----             ----         ----                   ----               ----        ----      ----

    Key Community Bank

    Summary of operations

    Total revenue (TE)                                                              $779                 $598                              $595                  $588             $579         30.3 %           34.5              %

    Provision for credit losses                                                     37                   25                                42                    20               18         48.0            105.6

    Noninterest expense                                                            578                  444                               436                   456              444         30.2             30.2

    Net income (loss) attributable to
     Key                                                                           103                   81                                74                    70               74         27.2             39.2

    Average loans and leases                                                    41,548               30,936                            30,789                30,925           31,039         34.3             33.9

    Average deposits                                                            69,397               53,794                            52,803                52,219           51,234         29.0             35.5

    Net loan charge-offs                                                            31                   17                                23                    23               21         82.4             47.6

    Net loan charge-offs to average
     total loans                                                           .30%                 .22%                            .30%                   .30%              .27%          N/A            N/A

    Nonperforming assets
     at period end                                                                  $430                 $300                              $303                  $303             $306         43.3             40.5

    Return on average allocated
     equity                                                              11.41%               11.99%                          11.09%                 10.39%            10.92%          N/A            N/A

    Average full-time equivalent
     employees                                                                   9,803                7,331                             7,376                 7,390            7,476         33.7             31.1


    Key Corporate Bank

    Summary of operations

    Total revenue (TE)                                                              $553                 $452                              $426                  $479             $454         22.3 %           21.8              %

    Provision for credit losses                                                     25                   30                                43                    26               30       (16.7)          (16.7)

    Noninterest expense                                                            307                  259                               237                   257              250         18.5             22.8

    Net income (loss) attributable to
     Key                                                                           159                  135                               118                   142              136         17.8             16.9

    Average loans and leases                                                    34,561               28,607                            27,722                26,981           26,425         20.8             30.8

    Average loans held for sale                                                  1,103                  591                               811                   820              918         86.6             20.2

    Average deposits                                                            22,708               19,129                            18,074                19,080           18,809         18.7             20.7

    Net loan charge-offs                                                            12                   27                                18                    12               20       (55.6)          (40.0)

    Net loan charge-offs to average
     total loans                                                           .14%                 .38%                            .26%                   .18%              .30%          N/A            N/A

    Nonperforming assets
     at period end                                                                  $313                 $319                              $372                   $74              $85        (1.9)           268.2

    Return on average allocated
     equity                                                              25.86%               26.23%                          23.15%                 29.05%            28.29%          N/A            N/A

    Average full-time equivalent
     employees                                                                   2,331                2,138                             2,126                 2,113            2,173          9.0              7.3


    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-third-quarter-2016-net-income-of-165-million-or-16-per-common-share-earnings-per-common-share-of-30-excluding-14-of-merger-related-charges-300350499.html

SOURCE KeyCorp