CLEVELAND, Jan. 19, 2017 /PRNewswire/ -- KeyCorp (NYSE: KEY) today announced fourth quarter net income from continuing operations attributable to Key common shareholders of $213 million, or $.20 per common share, compared to $165 million, or $.16 per common share, for the third quarter of 2016, and $224 million, or $.27 per common share, for the fourth quarter of 2015. During the fourth quarter of 2016, Key incurred merger-related charges totaling $198 million, or $.11 per common share, compared to $207 million, or $.14 per common share, in the third quarter of 2016. Excluding merger-related charges, earnings per common share were $.31 for the fourth quarter of 2016 and $.30 for the third quarter of 2016. Merger-related charges were $6 million in the fourth quarter of 2015.

"Key's fourth quarter results reflect continued momentum in our core businesses and the successful integration of the largest acquisition in our company's history," said Chairman and Chief Executive Officer Beth Mooney. "Excluding merger-related charges, we generated positive operating leverage for the quarter, our return on tangible common equity was 12.5%, and our cash efficiency ratio declined to 63.3%, reflecting solid performance across Key's businesses and early progress on merger synergies."

"We continued to see positive trends in the Community Bank and Corporate Bank this quarter, with both segments contributing to our overall revenue growth. Noninterest income increased as we continued to do more with our clients and see results from our investments," Mooney continued. "We had our strongest quarter ever in investment banking and debt placement fees, and for the full year generated $482 million in fees, marking another record year, with results up 8% from last year."

"The contribution from our First Niagara acquisition and quality of our new team members continue to exceed our expectations," added Mooney. "As we continue to realize cost savings and begin to see traction on revenue opportunities, we remain confident in reaching our financial targets."





    Selected Financial Highlights


    dollars in millions, except per share data                                      Change 4Q16 vs.

                                                         4Q16     3Q16   4Q15     3Q16         4Q15
                                                         ----     ----   ----     ----         ----

    Income (loss) from continuing operations
     attributable to Key common shareholders                        $213             $165             $224            29.1% (4.9)%

     Income (loss) from continuing operations
      attributable to Key common shareholders per common
      share -assuming dilution                                .20             .16      .27             25.0 (25.9)

    Return on average total assets from continuing
     operations                                              .69%           .55%    .97%             N/A           N/A

     Common Equity Tier 1 ratio (non-GAAP) (a), (b)          9.59            9.56    10.94              N/A           N/A

    Book value at period end                                      $12.58           $12.78           $12.51           (1.6)%    .6%

    Net interest margin (TE) from continuing operations     3.12%          2.85%   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)                                               12-31-16 ratio
                                                      is estimated.


    TE = Taxable Equivalent, N/A = Not Applicable



    INCOME STATEMENT HIGHLIGHTS


    Net interest income


    dollars in millions                                                              Change 4Q16 vs.

                                                               4Q16   3Q16  4Q15   3Q16       4Q15
                                                               ----   ----  ----   ----       ----

    Net interest income (TE)                                           $948          $788            $610        20.3% 55.4%

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

    Total net interest income excluding merger-related charges         $948          $794            $610        19.4% 55.4%
                                                                       ====          ====            ====


    TE = Taxable Equivalent

Fourth quarter 2016 net interest income included $92 million of purchase accounting accretion related to the acquisition of First Niagara, including $34 million related to refinement of third quarter 2016 purchase accounting estimates.

Taxable-equivalent net interest income was $948 million for the fourth quarter of 2016, and the net interest margin was 3.12%, compared to taxable-equivalent net interest income of $610 million and a net interest margin of 2.87% for the fourth quarter of 2015, reflecting the benefit from the First Niagara acquisition and ongoing business activity.

Compared to the third quarter of 2016, taxable-equivalent net interest income increased by $160 million, and the net interest margin increased by 27 basis points. The increases in both net interest income and the net interest margin reflect the benefit from a full-quarter impact of the First Niagara acquisition and refinement of third quarter 2016 purchase accounting estimates. The net interest margin also benefited from the redeployment of excess liquidity into investment securities.




    Noninterest Income


    dollars in millions                                      Change 4Q16 vs.

                                     4Q16    3Q16  4Q15    3Q16       4Q15
                                     ----    ----  ----    ----       ----

    Trust and investment services
     income                                   $123           $122              $105                  .8%     17.1%

    Investment banking and debt
     placement fees                      157           156     127                .6        23.6

    Service charges on deposit
     accounts                             84            85      64             (1.2)       31.3

    Operating lease income and other
     leasing gains                        21             6      15             250.0        40.0

    Corporate services income             61            51      55              19.6        10.9

    Cards and payments income             69            66      47               4.5        46.8

    Corporate-owned life insurance
     income                               40            29      36              37.9        11.1

    Consumer mortgage income               6             6       2                       -       200.0

    Mortgage servicing fees               20            15      15              33.3        33.3

    Net gains (losses) from
     principal investing                   4             5       -           (20.0)                N/M

    Other income                          33             8      19             312.5        73.7
                                         ---           ---     ---

    Total noninterest income                  $618           $549              $485                12.6%     27.4%
                                              ====           ====              ====

    Merger-related charges                 9          (12)      -                    N/M                 N/M

    Total noninterest income
     excluding merger-related
     charges                                  $609           $561              $485                 8.6%     25.6%
                                              ====           ====              ====


    N/M = Not Meaningful

Fourth quarter 2016 reported noninterest income includes a benefit of $9 million associated with merger-related charges that includes adjustments to purchase accounting, compared to charges of $12 million in the third quarter of 2016.

Key's noninterest income was $618 million for the fourth quarter of 2016, compared to $485 million for the year-ago quarter. The increase was driven by the acquisition of First Niagara, as well as continued positive momentum in Key's core businesses. Investment banking and debt placement fees, cards and payments income, service charges on deposit accounts, and other income all contributed to the growth.

Compared to the third quarter of 2016, noninterest income increased by $69 million. The increase included a full-quarter impact of the First Niagara acquisition as well as adjustments to purchase accounting that have been recorded as merger-related charges. Operating lease income and other leasing gains increased $15 million, with prior quarter results impacted by lease residual losses. Additionally, corporate-owned life insurance income increased $11 million, reflecting normal seasonality. Other income was impacted by merger-related charges, which contributed $19 million to the linked quarter increase.




    Noninterest Expense


    dollars in millions                                             Change 4Q16 vs.

                                             4Q16     3Q16  4Q15   3Q16      4Q15
                                             ----     ----  ----   ----      ----

    Personnel expense                                  $648          $594           $429        9.1% 51.0%

    Nonpersonnel expense                         572           488     307           17.2 86.3
                                                 ---           ---     ---           ---- ----

         Total noninterest expense                   $1,220        $1,082           $736        12.8   65.8
                                                     ======        ======           ====


    Merger-related charges                       207           189       6            9.5       N/M


         Total noninterest expense excluding
          merger-related charges                     $1,013          $893           $730       13.4% 38.8%
                                                     ======          ====           ====


    N/M = Not Meaningful

Key's noninterest expense was $1.2 billion for the fourth quarter of 2016, which included $207 million of merger-related charges, as well as a pension settlement charge of $18 million. The merger-related charges were primarily made up of $80 million in personnel expense related to systems conversions, as well as fully-dedicated personnel for merger and integration efforts. The remaining $127 million of merger-related charges were nonpersonnel expense, largely recognized in net occupancy, computer processing, business services and professional fees, and marketing expense. In the third quarter of 2016, noninterest expense included $189 million of merger-related charges, while $6 million of merger-related charges were incurred in the fourth quarter of 2015.

Excluding merger-related charges, noninterest expense was $283 million higher than the fourth quarter of last year. The increase from the prior year, reflected in both personnel and nonpersonnel expense, was largely driven by the acquisition of First Niagara, as well as higher incentive and stock-based compensation. Additionally, Key incurred $14 million in an increased pension settlement charge, and intangible asset amortization increased $18 million.

Compared to the third quarter of 2016, excluding merger-related charges, noninterest expense increased by $120 million. The increase, reflected in both personnel and nonpersonnel expense, was largely driven by an extra month of impact from First Niagara, as well as a pension settlement charge of $18 million during the fourth quarter. Incentive and stock-based compensation also increased, primarily related to stock-based compensation plans, reflecting the impact of Key's higher share price. In the fourth quarter of 2016, intangible asset amortization increased $14 million.

BALANCE SHEET HIGHLIGHTS

In the fourth quarter of 2016, Key had average assets of $136 billion compared to $96.1 billion in the fourth quarter of 2015 and $125.1 billion in the third quarter of 2016, primarily reflecting the acquisition of First Niagara.

Average securities available-for-sale and held-to-maturity securities totaled $29.3 billion in the fourth quarter of 2016, compared to $19.1 billion in the fourth quarter of 2015 and $24.2 billion in the third quarter of 2016. The increase compared to both the year-ago quarter and prior quarter primarily reflects the impact of the First Niagara acquisition and the redeployment of excess liquidity into the investment portfolio.





    Average Loans


    dollars in millions                                                             Change 4Q16 vs.

                                           4Q16          3Q16        4Q15          3Q16       4Q15
                                           ----          ----        ----          ----       ----

    Commercial, financial and agricultural
     (a)                                          $39,495                 $37,318                   $30,884        5.8% 27.9%

    Other commercial loans                 21,617             19,110        12,996                      13.1  66.3

    Home equity loans                      12,812             11,968        10,418                       7.1  23.0

    Other consumer loans                   11,436              9,301         5,278                      23.0 116.7
                                           ------              -----         -----

    Total loans                                   $85,360                 $77,697                   $59,576        9.9% 43.3%
                                                  =======                 =======                   =======


             (a)     Commercial,
                     financial
                     and
                     agricultural
                     average loan
                     balances
                     include $119
                     million,
                     $107
                     million, and
                     $87 million
                     of assets
                     from
                     commercial
                     credit cards
                     at December
                     31, 2016,
                     September
                     30, 2016,
                     and December
                     31, 2015,
                     respectively.

During the fourth quarter, Key adjusted the fair value mark on the First Niagara acquired loan portfolio from $686 million to $548 million.

Average loans were $85.4 billion for the fourth quarter of 2016, an increase of $25.8 billion compared to the fourth quarter of 2015, primarily reflecting the impact of the First Niagara acquisition and growth in commercial, financial and agricultural loans.

Compared to the third quarter of 2016, average loans increased by $7.7 billion, with the change reflecting the full-quarter impact of the First Niagara acquisition, September branch divestitures, and the exit of acquired non-relationship commercial loans. On a period-end basis, Key's loan portfolio increased $510 million, driven by growth in commercial, financial and agricultural loans and improvement in the fair value mark on the acquired portfolio.





    Average Deposits


    dollars in millions                                           Change 4Q16 vs.

                                          4Q16   3Q16    4Q15   3Q16         4Q15
                                          ----   ----    ----   ----         ----

    Non-time deposits (a)                        $94,414        $85,683            $66,270           10.2%  42.5%

    Certificates of deposit ($100,000 or
     more)                               5,428           4,204  2,150               29.1   152.5

    Other time deposits                  4,849           5,031  3,047              (3.6)   59.1
                                         -----           -----  -----               ----    ----

                   Total deposits              $104,691        $94,918            $71,467           10.3%  46.5%
                                           ===


    Cost of total deposits (a)            .22%           .21%  .15%               N/A           N/A


                            Excludes
                             deposits
                             in
                             foreign
    (a)                      office.


    N/A = Not Applicable

Average deposits, excluding deposits in foreign office, totaled $104.7 billion for the fourth quarter of 2016, an increase of $33.2 billion compared to the year-ago quarter, primarily reflecting the acquisition of First Niagara and higher interest-bearing deposits resulting from core deposit growth in Key's retail banking franchise and growth in escrow deposits from the commercial mortgage servicing business.

Compared to the third quarter of 2016, average deposits increased by $9.8 billion, reflecting the full-quarter impact of the First Niagara acquisition, core deposit growth in Key's retail banking franchise, and deposit inflows from Key's commercial clients.





    ASSET QUALITY


    dollars in millions                               Change 4Q16 vs.

                             4Q16    3Q16  4Q15     3Q16       4Q15
                             ----    ----  ----     ----       ----

    Net loan charge-offs               $72             $44              $37              63.6% 94.6%

    Net loan charge-offs to
     average total loans        .34%         .23%    .25%                    N/A      N/A

    Nonperforming loans at
     period end (a)                   $625            $723             $387             (13.6)  61.5

    Nonperforming assets at
     period end (a)              676           760      403           (11.1)     67.7

    Allowance for loan and
     lease losses                858           865      796             (.8)     7.8

    Allowance for loan and
     lease losses to
     nonperforming loans (a)  137.3%       119.6%  205.7%                    N/A      N/A

    Provision for credit
     losses                            $66             $59              $45              11.9% 46.7%


                     (a)     Nonperforming
                             loan balances
                             exclude $865
                             million, $959
                             million, and
                             $11 million
                             of purchased
                             credit
                             impaired
                             loans at
                             December 31,
                             2016,
                             September 30,
                             2016, and
                             December 31,
                             2015,
                             respectively.


    N/A = Not Applicable

Key's provision for credit losses was $66 million for the fourth quarter of 2016, compared to $45 million for the fourth quarter of 2015 and $59 million for the third quarter of 2016. Key's allowance for loan and lease losses was $858 million, or 1.00% of total period-end loans, at December 31, 2016, compared to 1.33% at December 31, 2015, and 1.01% at September 30, 2016.

Net loan charge-offs for the fourth quarter of 2016 totaled $72 million, or .34% of average total loans, reflecting regulatory guidance on consumer bankruptcies and conforming First Niagara charge-off policies to Key. These results compare to $37 million, or .25%, for the fourth quarter of 2015, and $44 million, or .23%, for the third quarter of 2016.

At December 31, 2016, Key's nonperforming loans totaled $625 million, which represented .73% of period-end portfolio loans. These results compare to .65% at December 31, 2015, and .85% at September 30, 2016. Nonperforming assets at December 31, 2016, totaled $676 million, and represented .79% of period-end portfolio loans and OREO and other nonperforming assets. These results compare to .67% at December 31, 2015, and .89% at September 30, 2016.

CAPITAL

Key's estimated risk-based capital ratios included in the following table continued to exceed all "well-capitalized" regulatory benchmarks at December 31, 2016.




    Capital Ratios


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

    Common Equity Tier 1 (a), (b)                  9.59%                9.56%  10.94%

    Tier 1 risk-based capital (a)                  10.95                 10.53    11.35

    Total risk based capital (a)                   12.92                 12.63    12.97

    Tangible common equity to tangible assets
     (b)                                            8.09                  8.27     9.98

    Leverage (a)                                    9.89                 10.22    10.72


             (a)     12/31/2016
                     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 December 31, 2016, Key's estimated Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at 9.59% and 10.95%, respectively. In addition, the tangible common equity ratio was 8.09% at December 31, 2016.

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 9.47% at December 31, 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 4Q16 vs.

                                                                 4Q16       3Q16       4Q15               3Q16          4Q15
                                                                 ----       ----       ----               ----          ----

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

    Common shares repurchased                           (4,380)               (5,240)             -                          (16.4)            N/M

    Shares reissued (returned)
     under employee benefit
     plans                                                          1,642                 4,857                   466                 (66.2)         252.4

    Common shares issued to
     acquire First Niagara                                  (3)               239,735              -                             N/M            N/M
                                                            ---                -------            ---                             ---            ---

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


    N/M = Not Meaningful


During the fourth quarter of 2016, Key completed $68 million of common share repurchases, including repurchases to offset issuances of common shares under our employee compensation plans, in accordance with Key's 2016 Capital Plan.

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 4Q16 vs.

                                                                            4Q16        3Q16       4Q15              3Q16       4Q15
                                                                            ----        ----       ----              ----       ----

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

    Key Community Bank                                                                $901                          $779             $588                   15.7%   53.2%

    Key Corporate Bank                                                       630                    554               479             13.7          31.5

    Other Segments                                                            40                     17                31            135.3          29.0
                                                                             ---                    ---               ---            -----          ----

                         Total segments                                      1,571                  1,350             1,098             16.4          43.1

    Reconciling Items                                                        (5)                  (13)              (3)                      N/M         N/M
                                                                             ---                    ---               ---                       ---         ---

                         Total                                                        $1,566                        $1,337           $1,095                   17.1%   43.0%
                                                                      ===


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

    Key Community Bank                                                                $115                          $104              $70                   10.6%   64.3%

    Key Corporate Bank                                                       221                    159               142             39.0          55.6

    Other Segments                                                            29                     16                25             81.3          16.0
                                                                             ---                    ---               ---             ----          ----

                         Total segments                                        365                    279               237             30.8          54.0

    Reconciling Items (a)                                                  (132)                 (108)              (7)                      N/M         N/M
                                                                            ----                   ----               ---                       ---         ---

                         Total                                                          $233                          $171             $230                   36.3%    1.3%
                                                                      ===


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


    TE = Taxable Equivalent, N/M = Not Meaningful




    Key Community Bank



    dollars in millions                                                              Change 4Q16 vs.

                                                         4Q16       3Q16    4Q15      3Q16       4Q15
                                                         ----       ----    ----      ----       ----

    Summary of operations

    Net interest income (TE)                                       $628               $530               $388            18.5%   61.9%

    Noninterest income                                    273                249        200                9.6    36.5
                                                          ---                ---        ---                ---    ----

                Total revenue (TE)                          901                779        588               15.7    53.2

    Provision for credit losses                            44                 37         20               18.9   120.0

    Noninterest expense                                   673                577        456               16.6    47.6
                                                          ---                ---        ---               ----    ----

                Income (loss) before income taxes (TE)      184                165        112               11.5    64.3

    Allocated income taxes (benefit)
     and TE adjustments                                    69                 61         42               13.1    64.3
                                                          ---                ---        ---               ----    ----

                Net income (loss) attributable to Key                $115               $104                $70            10.6%   64.3%
                                                          ===


    Average balances

    Loans and leases                                            $47,032            $41,548            $30,925            13.2%   52.1%

    Total assets                                       50,940             44,219     33,056               15.2    54.1

    Deposits                                           79,357             69,397     52,219               14.4    52.0


    Assets under management at period
     end                                                        $36,592            $36,752            $33,983            (.4)%    7.7%


    TE = Taxable Equivalent




    Additional Key Community Bank Data


    dollars in millions                                                                   Change 4Q16 vs.

                                                                4Q16     3Q16   4Q15     3Q16        4Q15
                                                                ----     ----   ----     ----        ----

    Noninterest income

    Trust and investment services income                                 $88              $86                 $73            2.3%   20.5%

    Service charges on deposit accounts                           71               70       54                 1.4   31.5

    Cards and payments income                                     59               55       44                 7.3   34.1

    Other noninterest income                                      55               38       29                44.7   89.7
                                                                 ---              ---      ---                ----   ----

                      Total noninterest income                            $273             $249                $200            9.6%   36.5%
                                                                 ===


    Average deposit balances

    NOW and money market deposit accounts                            $44,368          $38,417             $28,862           15.5%   53.7%

    Savings deposits                                           5,326            4,369    2,330                21.9  128.6

    Certificates of deposit ($100,000 or more)                 3,658            2,607    1,686                40.3  117.0

    Other time deposits                                        4,836            4,943    3,045               (2.2)  58.8

    Deposits in foreign office                                     -               -     208                 N/M          N/M

    Noninterest-bearing deposits                              21,169           19,061   16,088                11.1   31.6
                                                              ------           ------   ------                ----   ----

                      Total deposits                                   $79,357          $69,397             $52,219           14.4%   52.0%
                                                                 ===


    Home equity loans

    Average balance                                                  $12,560          $11,703             $10,203

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

    Percent first lien positions                                  57               55       61


    Other data

    Branches                                                   1,217            1,322      966

    Automated teller machines                                  1,593            1,701    1,256


    N/M = Not Meaningful

Key Community Bank Summary of Operations (4Q16 vs. 4Q15)


    --  Positive operating leverage from prior year
    --  Net income increased $45 million, or 64.3% from prior year
    --  Average commercial, financial, and agricultural loans increased $4.9
        billion, or 38.6% from the prior year
    --  Average deposits increased $27.1 billion, or 52% from the prior year

Key Community Bank recorded net income attributable to Key of $115 million for the fourth quarter of 2016, compared to $70 million for the year-ago quarter, benefiting from momentum in Key's core businesses, as well as the impact of the First Niagara acquisition.

Taxable-equivalent net interest income increased by $240 million, or 61.9%, from the fourth quarter of 2015. The increase is primarily attributable to the acquisition of First Niagara. Average loans and leases increased $16.1 billion, or 52.1%, largely driven by a $4.9 billion, or 38.6% increase in commercial, financial, and agricultural loans. Additionally, average deposits increased $27.1 billion, or 52% from one year ago.

Noninterest income increased $73 million, or 36.5%, from the year-ago quarter, with positive trends in cards and payments income and service charges on deposit accounts.

The provision for credit losses increased by $24 million, or 120%, from the fourth quarter of 2015, primarily related to the acquisition of First Niagara, which was partially offset by enhancements to the approach utilized to determine the consumer allowance for loan and lease losses in the fourth quarter of 2016. Net loan charge-offs increased $19 million, primarily related to the acquisition of First Niagara.

Noninterest expense increased by $217 million, or 47.6%, from the year-ago quarter, largely driven by the acquisition of First Niagara, as well as core business activity and investments. Personnel expense increased $73 million while non-personnel expense increased by $144 million, including higher intangible amortization expense and higher FDIC assessment expense.




    Key Corporate Bank



    dollars in millions                                                              Change 4Q16 vs.

                                                         4Q16       3Q16    4Q15      3Q16       4Q15
                                                         ----       ----    ----      ----       ----

    Summary of operations

    Net interest income (TE)                                       $332               $276               $224               20.3%   48.2%

    Noninterest income                                    298                278        255                7.2      16.9
                                                          ---                ---        ---                ---      ----

                Total revenue (TE)                          630                554        479               13.7      31.5

    Provision for credit losses                            21                 25         26             (16.0)   (19.2)

    Noninterest expense                                   325                307        257                5.9      26.5
                                                          ---                ---        ---                ---      ----

                Income (loss) before income taxes (TE)      284                222        196               27.9      44.9

    Allocated income taxes and TE
     adjustments                                           63                 63         51                  -     23.5
                                                          ---                ---        ---                ---     ----

                Net income (loss)                           221                159        145               39.0      52.4

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

                Net income (loss) attributable to Key                $221               $159               $142               39.0%   55.6%
                                                          ===


    Average balances

    Loans and leases                                            $36,769            $34,561            $26,981                6.4%   36.3%

    Loans held for sale                                 1,223              1,103        820               10.9      49.1

    Total assets                                       43,209             40,581     32,639                6.5      32.4

    Deposits                                           23,173             22,708     19,080               2.0%    21.5%



    TE = Taxable Equivalent, N/M = Not Meaningful




    Additional Key Corporate Bank Data


    dollars in millions                                                 Change 4Q16 vs.

                                                   4Q16    3Q16 4Q15   3Q16      4Q15
                                                   ----    ---- ----   ----      ----

    Noninterest income

    Trust and investment services income                  $35          $36                $32             (2.8)%   9.4%

    Investment banking and debt placement fees      154          153    125                 .7     23.2

    Operating lease income and other leasing gains   19           10     13               90.0     46.2


    Corporate services income                        43           36     44               19.4    (2.3)

    Service charges on deposit accounts              13           15     10             (13.3)     30.0

    Cards and payments income                        10           11      3              (9.1)   233.3
                                                    ---          ---    ---                      -----

                     Payments and services income      66           62     57                6.5     15.8


    Mortgage servicing fees                          18           13     15               38.5     20.0

    Other noninterest income                          6            4     13               50.0   (53.8)
                                                    ---          ---    ---               ----

                     Total noninterest income              $298         $278               $255               7.2%  16.9%
                                                    ===


Key Corporate Bank Summary of Operations (4Q16 vs. 4Q15)


    --  Record quarter and year for investment banking and debt placement fees
    --  Net income increased $79 million, or 55.6% from the prior year
    --  Average loans and leases increased $9.8 billion, or 36.3% from the prior
        year
    --  Average deposits increased $4.1 billion, or 21.5% from the prior year

Key Corporate Bank recorded net income attributable to Key of $221 million for the fourth quarter of 2016, compared to $142 million for the same period one year ago, reflecting the impact of the First Niagara acquisition as well as positive trends in Key's core businesses.

Taxable-equivalent net interest income increased by $108 million, or 48.2%, compared to the fourth quarter of 2015. Average loan and lease balances increased $9.8 billion, or 36.3%, from the year-ago quarter, primarily driven by the First Niagara acquisition as well as growth in commercial, financial and agricultural loans. Average deposit balances increased $4.1 billion, or 21.5%, from the year-ago quarter, mostly driven by the First Niagara acquisition, as well as growth in commercial escrow deposits.

Noninterest income increased $43 million, or 16.9%, from the prior year. This growth was mostly due to investment banking and debt placement fees, which increased $29 million, or 23.2%, cards and payments income which increased $7 million, and operating lease income and other leasing gains which increased $6 million.

The provision for credit losses decreased $5 million, or 19.2%, compared to the fourth quarter of 2015.

Noninterest expense increased by $68 million, or 26.5%, from the fourth quarter of 2015. The increase from the prior year, reflected in both personnel and nonpersonnel expense, was largely driven by the acquisition of First Niagara, higher performance-based compensation and various other items, including operating lease and cards and payments expenses.

Key Corporate Bank also continued to benefit from a higher volume of low income housing and energy tax credits.

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 $29 million for the fourth quarter of 2016, compared to $25 million for the same period last year, largely due to higher net gains from principal investing.

*****

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 $136.5 billion at December 31, 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 Thursday, January 19, 2017. An audio replay of the call will be available through January 29, 2017.


                                                                           Financial Highlights

                                                             (dollars in millions, except per share amounts)

                                                                                                             Three months ended

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

    Summary of operations

                                      Net interest income
                                      (TE)                                       $948                                                $788                           $610

                                     Noninterest income                618                                   549                                    485
                                                                     ---

                                     Total revenue (TE)                                   1,566                                 1,337                   1,095

                                      Provision for credit
                                      losses                            66                                    59                                     45

                                     Noninterest expense             1,220                                 1,082                                    736

                                      Income (loss) from
                                      continuing operations
                                      attributable to Key              233                                   171                                    230

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

                                      Net income (loss)
                                      attributable to Key              229                                   172                                    226


                                      Income (loss) from
                                      continuing operations
                                      attributable to Key
                                      common shareholders              213                                   165                                    224

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

                                      Net income (loss)
                                      attributable to Key
                                      common shareholders              209                                   166                                    220


    Per common share

                                      Income (loss) from
                                      continuing operations
                                      attributable to Key
                                      common shareholders                        $.20                                                $.17                           $.27

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

                                      Net income (loss)
                                      attributable to Key
                                      common shareholders
                                      (b)                              .20                                   .17                                    .27


                                     Income (loss) from
                                      continuing operations
                                      attributable to Key
                                      common shareholders -
                                      assuming dilution                .20                                   .16                                    .27

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

                                      Net income (loss)
                                      attributable to Key
                                      common shareholders -
                                      assuming dilution (b)            .19                                   .17                                    .26


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

                                      Book value at period
                                      end                            12.58                                 12.78                                  12.51

                                      Tangible book value at
                                      period end                      9.99                                 10.14                                  11.22

                                      Market price at period
                                      end                            18.27                                 12.17                                  13.19


    Performance ratios

                                      From continuing
                                      operations:

                                      Return on average
                                      total assets                    .69%                                 .55%                                  .97%

                                      Return on average
                                      common equity                   6.22                                  5.09                                   8.51

                                      Return on average
                                      tangible common
                                      equity (c)                      7.88                                  6.16                                   9.50

                                      Net interest margin
                                      (TE)                            3.12                                  2.85                                   2.87

                                      Cash efficiency ratio
                                      (c)                             76.2                                  80.0                                   66.4


                                      From consolidated
                                      operations:

                                      Return on average
                                      total assets                    .67%                                 .55%                                  .93%

                                      Return on average
                                      common equity                   6.10                                  5.12                                   8.36

                                      Return on average
                                      tangible common
                                      equity (c)                      7.73                                  6.20                                   9.33

                                      Net interest margin
                                      (TE)                            3.09                                  2.83                                   2.84

                                     Loan to deposit (d)              85.2                                  84.7                                   87.8


    Capital ratios at period end

                                      Key shareholders'
                                      equity to assets              11.17%                               11.04%                                11.30%

                                      Key common
                                      shareholders' equity
                                      to assets                       9.95                                 10.18                                  10.99

                                      Tangible common equity
                                      to tangible assets
                                      (c)                             8.09                                  8.27                                   9.98

                                      Common Equity Tier 1
                                      (c), (e)                        9.59                                  9.56                                  10.94

                                      Tier 1 risk-based
                                      capital (e)                    10.95                                 10.53                                  11.35

                                      Total risk-based
                                      capital (e)                    12.92                                 12.63                                  12.97

                                     Leverage (e)                     9.89                                 10.22                                  10.72


    Asset quality - from continuing operations

                                     Net loan charge-offs                         $72                                                 $44                            $37

                                      Net loan charge-offs
                                      to average loans                .34%                                 .23%                                  .25%

                                      Allowance for loan and
                                      lease losses                               $858                                                $865                           $796

                                      Allowance for credit
                                      losses                           913                                   918                                    852

                                      Allowance for loan and
                                      lease losses to
                                      period-end loans               1.00%                                1.01%                                 1.33%

                                      Allowance for credit
                                      losses to period-end
                                      loans                           1.06                                  1.07                                   1.42

                                      Allowance for loan and
                                      lease losses to
                                      nonperforming loans
                                      (f)                            137.3                                 119.6                                  205.7

                                      Allowance for credit
                                      losses to
                                      nonperforming loans
                                      (f)                            146.1                                 127.0                                  220.2

                                      Nonperforming loans at
                                      period end (f)                             $625                                                $723                           $387

                                      Nonperforming assets
                                      at period end (f)                676                                   760                                    403

                                      Nonperforming loans to
                                      period-end portfolio
                                      loans (f)                       .73%                                 .85%                                  .65%

                                     Nonperforming assets
                                      to period-end
                                      portfolio loans plus
                                      OREO and other
                                      nonperforming assets
                                      (f)                              .79                                   .89                                    .67


    Trust and brokerage assets

                                      Assets under
                                      management                              $36,592                                             $36,752                        $33,983

                                      Nonmanaged and
                                       brokerage assets             45,358                                45,338                                 47,681


    Other data

                                      Average full-time
                                      equivalent employees          18,849                                17,079                                 13,359

                                     Branches                        1,217                                 1,322                                    966


    Taxable-equivalent adjustment                                      $10                                                  $8                                $8


                                 Financial Highlights (continued)

                         (dollars in millions, except per share amounts)

                                                     Twelve months ended

                                             12/31/2016                  12/31/2015
                                             ----------                  ----------

    Summary of
     operations

                Net interest
                income (TE)                      $2,953                                    $2,348

                Noninterest
                income               2,071                                     1,880
                                   -----

               Total revenue (TE)               5,024                                4,256

                Provision for
                credit
                losses                 266                                       166

                Noninterest
                expense              3,756                                     2,840

               Income (loss)
                from
                continuing
                operations
                attributable
                to Key                 790                                       915

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

                Net income
                (loss)
                attributable
                to Key                 791                                       916


               Income (loss)
                from
                continuing
                operations
                attributable
                to Key
                common
                shareholders                       $753                                      $892

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

               Net income
                (loss)
                attributable
                to Key
                common
                shareholders           754                                       893


    Per common share

               Income (loss)
                from
                continuing
                operations
                attributable
                to Key
                common
                shareholders                       $.81                                     $1.06

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

               Net income
                (loss)
                attributable
                to Key
                common
                shareholders
                (b)                    .81                                      1.06


               Income (loss)
                from
                continuing
                operations
                attributable
                to Key
                common
                shareholders
                -assuming
                dilution               .80                                      1.05

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

               Net income
                (loss)
                attributable
                to Key
                common
                shareholders
                -assuming
                dilution (b)           .80                                      1.05


                Cash
                dividends
                paid                  .330                                      .290


    Performance ratios

                From
                continuing
                operations:

                Return on
                average
                total assets          .70%                                     .99%

                Return on
                average
                common
                equity                6.26                                      8.63

               Return on
                average
                tangible
                common
                equity (c)            7.39                                      9.64

                Net interest
                margin (TE)           2.92                                      2.88

                Cash
                efficiency
                ratio (c)             73.7                                      65.9


                From
                consolidated
                operations:

                Return on
                average
                total assets          .69%                                     .97%

                Return on
                average
                common
                equity                6.27                                      8.64

               Return on
                average
                tangible
                common
                equity(c)             7.40                                      9.65

                Net interest
                margin (TE)           2.91                                      2.85


    Asset quality -
     from continuing
     operations

                Net loan
                charge-offs            205                                       142

                Net loan
                charge-offs
                to average
                total loans           .29%                                     .24%


    Other data

                Average full-
                time
                equivalent
                employees           15,700                                    13,483


    Taxable-
     equivalent
     adjustment                                                 34                         28



    (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)             12/31/2016 ratio is estimated.


    (f)              Nonperforming loan balances exclude,
                     $865 million, $959 million, and $11
                     million of purchased credit impaired
                     loans at December 31, 2016, September
                     30, 2016, and December 31, 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 average tangible common equity," "Common Equity Tier 1," "pre-provision net revenue," certain financial measures excluding merger-related charges, and "cash efficiency ratio."

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

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

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

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

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

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


                                                                                                         Three months ended

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

    Tangible common equity to tangible assets at period end

                 Key shareholders' equity
                 (GAAP)                                             $15,240                              $14,996                   $10,746

                Less:                         Intangible assets
                                              (a)                     2,788                    2,855                     1,080

                 Preferred Stock
                 (b)                                      1,640                   1,150                       281
                                                          -----                   -----                       ---

                 Tangible common
                 equity (non-
                 GAAP)                                              $10,812                              $10,991                    $9,385
                                                                    =======                              =======                    ======


                Total assets (GAAP)                                $136,453                             $135,805                   $95,131

                Less:                         Intangible assets
                                              (a)                     2,788                    2,855                     1,080
                                             --------------

                 Tangible assets
                 (non-GAAP)                                        $133,665                             $132,950                   $94,051
                                                                   ========                             ========                   =======


                 Tangible common equity to
                 tangible assets ratio
                 (non-GAAP)                               8.09%                  8.27%                    9.98%


    Common Equity Tier 1 at period end

                 Key shareholders' equity
                 (GAAP)                                             $15,240                              $14,996                   $10,746

                Less:                         Preferred Stock
                                              (b)                     1,640                    1,150                       281
                                             --------------

                 Common Equity Tier
                 1 capital before
                 adjustments and
                 deductions                              13,600                  13,846                    10,465

                Less:                         Goodwill, net of
                                              deferred taxes          2,416                    2,450                     1,034

                 Intangible assets,
                 net of deferred
                 taxes                                      159                     216                        26

                 Deferred tax
                 assets                                       6                       6                         1

                Net unrealized
                 gains (losses) on
                 available-for-
                 sale securities,
                 net of deferred
                 taxes                                    (185)                    101                      (58)

                 Accumulated gains
                 (losses) on cash
                 flow hedges, net
                 of deferred taxes                         (53)                     39                      (20)

                Amounts in
                 accumulated other
                 comprehensive
                 income (loss)
                 attributed to

                                              pension and postretirement benefit
                                              costs, net of deferred taxes                (339)                    (359)       (365)
                                                                                           ----                      ----         ----

                 Total Common
                 Equity Tier 1
                 capital  (c)                                       $11,596                              $11,393                    $9,847
                                                                    =======                              =======                    ======


                 Net risk-weighted assets
                 (regulatory)  (c)                                 $120,887                             $119,120                   $89,980


                 Common Equity Tier 1
                 ratio (non-GAAP)  (c)                    9.59%                  9.56%                   10.94%


    Pre-provision net revenue

                 Net interest income
                 (GAAP)                                                $938                                 $780                      $602

                Plus:                         Taxable-
                                              equivalent
                                              adjustment                 10                        8                         8

                Noninterest income                          618                     549                       485

                Less:                         Noninterest
                                              expense                 1,220                    1,082                       736
                                             ------------

                Pre-provision net
                 revenue from
                 continuing
                 operations (non-
                 GAAP)                                                 $346                                 $255                      $359
                                                                       ====                                 ====                      ====



                                                       GAAP to Non-GAAP Reconciliations (continued)

                                                                  (dollars in millions)

                                                                                         Three months ended

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

    Average tangible common equity

                 Average Key
                 shareholders' equity
                 (GAAP)                                                       $14,901                             $13,552             $10,731

                Less:                               Intangible assets (average) (d)                     2,874              2,255    1,082

                Preferred Stock (average)                                     1,274                          648                290
                                                                              -----                          ---                ---

                 Average tangible common equity
                 (non-GAAP)                                                   $10,753                             $10,649              $9,359
                                                                              =======                             =======              ======


    Return on average tangible common equity from continuing
     operations

                Net income (loss)
                 from continuing
                 operations
                 attributable to Key
                 common shareholders
                 (GAAP)                                                          $213                                $165                $224

                 Average tangible
                 common equity (non-
                 GAAP)                                    10,753                             10,649                  9,359


                Return on average
                 tangible common
                 equity from
                 continuing
                 operations (non-
                 GAAP)                                     7.88%                             6.16%                 9.50%


    Return on average tangible common equity consolidated

                 Net income (loss)
                 attributable to Key
                 common shareholders
                 (GAAP)                                                          $209                                $166                $220

                 Average tangible
                 common equity (non-
                 GAAP)                                    10,753                             10,649                  9,359


                 Return on average
                 tangible common
                 equity consolidated
                 (non-GAAP)                                7.73%                             6.20%                 9.33%


    Return on average tangible common equity from continuing
     operations excluding merger-related charges

                Net income (loss)
                 from continuing
                 operations
                 attributable to Key
                 common shareholders
                 (GAAP)                                                          $213                                $165                $224

                 Merger-related
                 charges, after tax                          124                                132                      4

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

                merger-related charges (non-GAAP)                                $337                                $297                $228
                                                                                 ====                                ====                ====


                 Average tangible
                 common equity (non-
                 GAAP)                                                        $10,753                             $10,649              $9,359


                Return on average
                 tangible common
                 equity from
                 continuing
                 operations excluding
                 merger-related

                charges (non-GAAP)                                           12.47%                      11.10%             9.67%


    Return on average tangible common equity consolidated excluding
     merger-related charges

                 Net income (loss)
                 attributable to Key
                 common shareholders
                 (GAAP)                                                          $209                                $166                $220

                 Merger-related
                 charges, after tax                          124                                132                      4
                                                           ---

                Net income (loss)
                 attributable to Key
                 common shareholders
                 excluding merger-
                 related charges
                 (non-GAAP)                                                      $333                                $298                $224
                                                           ===


                 Average tangible
                 common equity (non-
                 GAAP)                                                        $10,753                             $10,649              $9,359


                Return on average
                 tangible common
                 equity consolidated
                 excluding merger-
                 related charges
                 (non-GAAP)                               12.32%                            11.13%                 9.50%


    Noninterest expense excluding merger-related charges

                 Noninterest expense
                 (GAAP)                                                        $1,220                              $1,082                $736

                Less:                               Merger-related charges                                207                189        6


                 Noninterest expense excluding
                 merger-related charges (non-
                 GAAP)                                                         $1,013                                $893                $730
                                                                               ======                                ====                ====


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

                EPS from continuing
                 operations
                 attributable to Key
                 common shareholders
                 -assuming dilution                                              $.20                                $.16                $.27

                Add:                                 EPS impact of merger-related
                                                     charges                                              .11                .14        -


                 EPS from continuing operations
                 attributable to Key common
                 shareholders

                 excluding merger-related charges
                 (non-GAAP)                                                      $.31                                $.30                $.27
                                                                                 ====                                ====                ====


    Cash efficiency ratio

                 Noninterest expense
                 (GAAP)                                                        $1,220                              $1,082                $736

                Less:                               Intangible asset amortization                          27                 13        9


                 Adjusted noninterest expense (non-
                 GAAP)                                                        1,193                        1,069                727

                Less:                               Merger-related charges                                207                189        6


                 Adjusted noninterest expense
                 excluding merger-related charges
                 (non-GAAP)                                                      $986                                $880                $721
                                                                                 ====                                ====                ====


                 Net interest income
                 (GAAP)                                                          $938                                $780                $602

                Plus:                               Taxable-equivalent adjustment                          10                  8        8

                Noninterest income                                              618                          549                485
                                                                                ---                          ---                ---

                 Total taxable-equivalent revenue
                 (non-GAAP)                                                   1,566                        1,337              1,095

                Add:                                Merger-related charges                                (9)                18        -

                 Adjusted noninterest income
                 excluding merger-related charges
                 (non-GAAP)                                                    $1,557                              $1,355              $1,095
                                                                               ======                              ======              ======


                 Cash efficiency ratio
                 (non-GAAP)                                76.2%                             80.0%                 66.4%


                 Cash efficiency ratio
                 excluding merger-
                 related charges
                 (non-GAAP)                                63.3%                             64.9%                 65.8%








                                                       GAAP to Non-GAAP Reconciliations (continued)

                                                                  (dollars in millions)

                                                                                         Three months ended

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

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

                Income from
                 continuing
                 operations
                 attributable to Key
                 (GAAP)                                                          $233                                $171                $230

                Add:                                Merger-related charges, after tax                     124                132        4

                 Income from continuing operations
                 attributable to Key excluding
                 merger-related

                charges, after tax (non-GAAP)                                    $357                                $303                $234
                                                                                 ====                                ====                ====


                 Average total assets
                 from continuing
                 operations (GAAP)                                           $134,428                            $123,469             $94,117
                                                           ===


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

                charges (non-GAAP)                                            1.06%                        .98%              .99%


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

                                                                         12/31/2016
                                                                         ----------

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

                 Common Equity Tier 1
                 under current RCR                                            $11,596

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

                 Deferred tax assets and other
                 intangible assets (e)                                        (110)
                                                                               ----

                 Common Equity Tier 1 anticipated
                 under the fully phased-in RCR
                 (f)                                                                     $11,486
                                                                                         =======


                 Net risk-weighted
                 assets under current
                 RCR                                                         $120,887

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

                Mortgage servicing assets (g)                                   576

                Volcker funds                                                 (185)

                All other assets                                                (2)

                 Total risk-weighted assets
                 anticipated under the fully
                 phased-in RCR (f)                                                      $121,276
                                                                                        ========


                 Common Equity Tier 1
                 ratio under the
                 fully phased-in RCR
                 (f)                                       9.47%


                                           GAAP to Non-GAAP Reconciliations (continued)

                                                      (dollars in millions)

                                                                                               Twelve months ended

                                                                                     12/31/2016     12/31/2015
                                                                                     ----------     ----------

    Pre-provision net revenue excluding merger-
     related charges

                Net interest income
                (GAAP)                                                                     $2,919                           $2,348

               Plus:                               Taxable-equivalent adjustment               34                       28

               Noninterest income (GAAP)                                                  2,071                    1,880

               Less:                               Noninterest expense (GAAP)               3,756                    2,840
                                                                                          -----

               Pre-provision net
                revenue from
                continuing
                operations (non-
                GAAP)                                                                      $1,268                           $1,416

               Less:                               Merger-related charges                     474                        6

               Pre-provision net
                revenue from
                continuing
                operations excluding
                merger-related
                charges (non-GAAP)                                                         $1,742                           $1,422
                                                                               ===


    Average tangible common equity

                Average Key
                shareholders' equity
                (GAAP)                                                                    $12,647                          $10,626

               Less:                               Intangible assets (average) (h)          1,825                    1,085

               Preferred Stock (average)                                                    627                      290
                                                                                            ---                      ---

                Average tangible common equity
                (non-GAAP)                                                                $10,195                           $9,251
                                                                                          =======                           ======


    Return on average tangible common equity from
     continuing operations

               Net income (loss)
                from continuing
                operations
                attributable to Key
                common shareholders
                (GAAP)                                                                       $753                             $892

                Average tangible
                common equity (non-
                GAAP)                                                         10,195                        9,251


               Return on average
                tangible common
                equity from
                continuing
                operations (non-
                GAAP)                                                          7.39%                       9.64%


    Return on average tangible common equity
     consolidated

                Net income (loss)
                attributable to Key
                common shareholders
                (GAAP)                                                                       $754                             $893

                Average tangible
                common equity (non-
                GAAP)                                                         10,195                        9,251


                Return on average
                tangible common
                equity consolidated
                (non-GAAP)                                                     7.40%                       9.65%


    Cash efficiency ratio

                Noninterest expense
                (GAAP)                                                                     $3,756                           $2,840

               Less:                                Intangible asset amortization
                                                    (GAAP)                                     55                       36
                                                                                            ---

                Adjusted noninterest expense (non-
                GAAP)                                                                     3,701                    2,804

               Less:                               Merger-related charges                     465                        6
                                                                                            ---

                Adjusted noninterest expense
                excluding merger-related charges
                (non-GAAP)                                                                 $3,236                           $2,798
                                                                                           ======                           ======


                Net interest income
                (GAAP)                                                                     $2,919                           $2,348

               Plus:                               Taxable-equivalent adjustment               34                       28

               Noninterest income (GAAP)                                                  2,071                    1,880
                                                                                          -----                    -----

                Total taxable-equivalent revenue
                (non-GAAP)                                                                5,024                    4,256

               Plus:                               Merger-related charges                       9                        -
                                                                                            ---

                Adjusted noninterest income
                excluding merger-related charges
                (non-GAAP)                                                                 $5,033                           $4,256


                Cash efficiency ratio
                (non-GAAP)                                                     73.7%                       65.9%


                Cash efficiency ratio
                excluding merger-
                related charges
                (non-GAAP)                                                     64.3%                       65.9%


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

               Income from
                continuing
                operations
                attributable to Key
                (GAAP)                                                                       $790                             $915

               Plus:                               Merger-related charges, after tax          299                        4
                                                                                            ---

                Income from continuing operations
                attributable to Key excluding
                merger-related

               charges, after tax (non-GAAP)                                               $1,089                             $919
                                                                                           ======                             ====


                Average total assets
                from continuing
                operations (GAAP)                                                        $112,537                          $94,117
                                                                               ===


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

               charges (non-GAAP)                                                          .97%                    .98%


    (a)              For the three months ended December
                     31, 2016, September 30, 2016, and
                     December 31, 2015, intangible
                     assets exclude $42 million, $51
                     million, and $45 million,
                     respectively, of period-end
                     purchased credit card receivables.


    (b)             Net of capital surplus.


    (c)             12/31/16 amount is estimated.


    (d)              For the three months ended December
                     31, 2016, September 30, 2016, and
                     December 31, 2015, average
                     intangible assets exclude $46
                     million, $47 million, and $47
                     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 twelve months ended
                     December 31, 2016, and December
                     31, 2015, average intangible
                     assets exclude $43 million and $55
                     million, respectively, of average
                     purchased credit card receivables.


    GAAP = U.S. generally accepted accounting
     principles


                                                                      Consolidated Balance Sheets

                                                                         (dollars in millions)


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

    Assets

                                    Loans                                                     $86,038                                   $85,528                       $59,876

                                    Loans held for sale                            1,104                      1,137                          639

                                     Securities available
                                     for sale                                     20,212                     20,540                       14,218

                                     Held-to-maturity
                                     securities                                   10,232                      8,995                        4,897

                                    Trading account assets                           867                        926                          788

                                    Short-term investments                         2,775                      3,216                        2,707

                                    Other investments                                738                        747                          655
                                                                                   ---

                                    Total earning assets                                               121,966                      121,089            83,780

                                     Allowance for loan and
                                     lease losses                                  (858)                     (865)                       (796)

                                    Cash and due from banks                          677                        749                          607

                                    Premises and equipment                           978                      1,023                          779

                                    Operating lease assets                           540                        430                          340

                                    Goodwill                                       2,446                      2,480                        1,060

                                    Other intangible assets                          384                        426                           65

                                     Corporate-owned life
                                     insurance                                     4,068                      4,035                        3,541

                                    Derivative assets                                803                      1,304                          619

                                     Accrued income and
                                     other assets                                  3,864                      3,480                        3,290

                                    Discontinued assets                            1,585                      1,654                        1,846
                                                                                 -----

                                    Total assets                                             $136,453                                  $135,805                       $95,131
                                                                                             ========                                  ========                       =======


    Liabilities

                                     Deposits in domestic
                                     offices:

                                    NOW and money market deposit accounts                     $54,590                                   $56,432                       $37,089

                                    Savings deposits                                                     6,491                        5,335             2,341

                                    Certificates of deposit ($100,000 or more)                           5,483                        4,601             2,392

                                    Other time deposits                                                  4,698                        5,793             3,127
                                                                                                         -----                        -----             -----

                                    Total interest-bearing deposits                                     71,262                       72,161            44,949

                                    Noninterest-bearing deposits                                        32,825                       32,024            26,097

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

                                    Total deposits                                                     104,087                      104,185            71,046

                                     Federal funds purchased
                                     and securities sold
                                     under repurchase
                                     agreements                                    1,502                        602                          372

                                     Bank notes and other
                                     short-term borrowings                           808                        809                          533

                                    Derivative liabilities                           636                        850                          632

                                     Accrued expense and
                                     other liabilities                             1,796                      1,739                        1,605

                                    Long-term debt                                12,384                     12,622                       10,184

                                    Total liabilities                                                  121,213                      120,807            84,372


    Equity

                                    Preferred stock                                1,665                      1,165                          290

                                    Common shares                                  1,257                      1,257                        1,017

                                    Capital surplus                                6,385                      6,359                        3,922

                                    Retained earnings                              9,378                      9,260                        8,922

                                    Treasury stock, at cost                      (2,904)                   (2,863)                     (3,000)

                                     Accumulated other
                                     comprehensive income
                                     (loss)                                        (541)                     (182)                       (405)

                                    Key shareholders' equity                                            15,240                       14,996            10,746

                                     Noncontrolling
                                     interests                                         -                         2                           13
                                                                                   ---

                                    Total equity                                                        15,240                       14,998            10,759
                                                                                                        ------                       ------            ------

    Total liabilities and equity                                                $136,453                                  $135,805                        $95,131
                                                                                ========                                  ========                        =======


    Common shares outstanding (000)                                                                                1,079,314                 1,082,055           835,751



                                                                                                     Consolidated Statements of Income

                                                                                              (dollars in millions, except per share amounts)

                                                                                                                        Three months ended                                  Twelve months ended

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

    Interest income

                                                           Loans                                      $898                                    $746                                   $552                                $2,773               $2,149

                                                           Loans held for sale                 11                     10                          8                                     34              37

                                                            Securities available
                                                            for sale                           92                     88                         76                                    329             293

                                                            Held-to-maturity
                                                            securities                         44                     30                         24                                    122              96

                                                           Trading account assets               6                      4                          6                                     23              21

                                                           Short-term investments               5                      7                          3                                     22               8

                                                           Other investments                    6                      5                          4                                     16              18
                                                                                            ---

                                                           Total interest income                              1,062                        890                       673                        3,319                  2,622


    Interest expense

                                                           Deposits                            57                     49                         26                                    171             105

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

                                                            Bank notes and other
                                                            short-term borrowings               3                      2                          3                                     10               9

                                                           Long-term debt                      63                     59                         42                                    218             160
                                                                                            ---

                                                           Total interest expense                               124                        110                        71                          400                    274


    Net interest income                                                                                                     938                       780                        602                        2,919                 2,348

    Provision for credit losses                                                                                              66                        59                         45                          266                   166
                                                                                                                            ---                       ---                        ---                          ---                   ---

    Net interest income after provision for credit losses                                                                   872                       721                        557                        2,653                 2,182


    Noninterest income

                                                            Trust and investment
                                                            services income                   123                    122                        105                                    464             433

                                                            Investment banking and
                                                            debt placement fees               157                    156                        127                                    482             445

                                                            Service charges on
                                                            deposit accounts                   84                     85                         64                                    302             256

                                                            Operating lease income
                                                            and other leasing
                                                            gains                              21                      6                         15                                     62              73

                                                            Corporate services
                                                            income                             61                     51                         55                                    215             198

                                                            Cards and payments
                                                            income                             69                     66                         47                                    233             183

                                                            Corporate-owned life
                                                            insurance income                   40                     29                         36                                    125             127

                                                            Consumer mortgage
                                                            income                              6                      6                          2                                     17              12

                                                           Mortgage servicing fees             20                     15                         15                                     57              48

                                                            Net gains (losses) from
                                                            principal investing                 4                      5                          -                                    20              51

                                                           Other income  (a), (b)              33                      8                         19                                     94              54
                                                                                            ---

                                                           Total noninterest income                             618                        549                       485                        2,071                  1,880


    Noninterest expense

                                                           Personnel                          648                    594                        429                                  2,073           1,652

                                                           Net occupancy                      112                     73                         64                                    305             255

                                                           Computer processing                 97                     70                         43                                    255             164

                                                            Business services and
                                                            professional fees                  78                     76                         44                                    235             159

                                                           Equipment                           30                     26                         22                                     98              88

                                                           Operating lease expense             17                     15                         13                                     59              47

                                                           Marketing                           35                     32                         17                                    101              57

                                                           FDIC assessment                     23                     21                          8                                     61              32

                                                            Intangible asset
                                                            amortization                       27                     13                          9                                     55              36

                                                           OREO expense, net                    3                      3                          1                                      9               6

                                                           Other expense                      150                    159                         86                                    505             344
                                                                                            ---

                                                           Total noninterest expense                          1,220                      1,082                       736                        3,756                  2,840
                                                                                                              -----                      -----                       ---                        -----                  -----

    Income (loss) from continuing operations before income
     taxes                                                                                                                  270                       188                        306                          968                 1,222

                                                           Income taxes                        38                     16                         73                                    179             303
                                                                                            ---

    Income (loss) from continuing operations                                                                                232                       172                        233                          789                   919

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

    Net income (loss)                                                                                                       228                       173                        229                          790                   920

                                                            Less:  Net income
                                                            (loss) attributable to
                                                            noncontrolling
                                                            interests                         (1)                     1                          3                                    (1)              4
                                                                                            ---

    Net income (loss) attributable to Key                                                    $229                                $172                                   $226                                      $791                   $916
                                                                                             ====                                ====                                   ====                                      ====                   ====


    Income (loss) from continuing operations attributable
     to Key common shareholders                                                              $213                                $165                                   $224                                      $753                   $892

    Net income (loss) attributable to Key common
     shareholders                                                                                                           209                       166                        220                          754                   893


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

    Income (loss) from continuing operations attributable
     to Key common shareholders                                                              $.20                                $.17                                   $.27                                      $.81                  $1.06

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

    Net income (loss) attributable to Key common
     shareholders  (c)                                                                                                      .20                       .17                        .27                          .81                  1.06


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

    Income (loss) from continuing operations attributable
     to Key common shareholders                                                              $.20                                $.16                                   $.27                                      $.80                  $1.05

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

    Net income (loss) attributable to Key common
     shareholders  (c)                                                                                                      .19                       .17                        .26                          .80                  1.05


    Cash dividends declared per common share                                                $.085                               $.085                                  $.075                                      $.33                   $.29


    Weighted-average common shares outstanding (000)                                                                  1,067,771                   982,080                    828,206                      927,816               836,846

                                                            Effect of common share
                                                            options and other
                                                            stock awards                   15,946                 12,580                      7,733                                 10,720           7,643
                                                                                         ------

    Weighted-average common shares and potential common
     shares outstanding (000)  (d)                                                                                    1,083,717                   994,660                    835,939                      938,536               844,489
                                                                                                                      =========                   =======                    =======                      =======               =======


    (a)                                                     For the three months ended December 31, 2016, net securities gains totaled $6 million. For the three
                                                            months ended September 30, 2016, net securities losses totaled $6 million. For the three months
                                                            ended December 31, 2015, net securities gains totaled less than $1 million. For the three months
                                                            ended December 31, 2016, September 30, 2016, and December 31,2015, Key did not have any impairment
                                                            losses related to securities.


    (b)                                                     For the twelve months ended December 31, 2016 and December 31, 2015, net securities gains (losses)
                                                            totaled less than $1 million. For the twelve months ended December 31, 2016, and December 31,2015,
                                                            Key did not have any impairment losses related to securities.


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


    (d)                                                     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)


                                                                                        Fourth Quarter 2016                                         Third Quarter 2016                                          Fourth Quarter 2015

                                                                              Average                                             Average                                              Average

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

    Assets

                Loans: (b), (c)

                 Commercial, financial and
                 agricultural (d)                                  $39,495                             $365                     3.68%                                               $37,318                                      $317               3.38%           %                     $30,884                     $253 3.25%

                Real estate - commercial mortgage           14,771           168                        4.50                                 12,879                           126                     3.91                                    8,019              75                   3.70

                Real estate - construction                   2,222            37                        6.72                                  1,723                            21                     4.67                                    1,067              10                   3.65

                Commercial lease financing                   4,624            50                        4.34                                  4,508                            38                     3.33                                    3,910              36                   3.68
                                                           -----

                Total commercial loans                                           61,112                         620                     4.04                                    56,428                         502                      3.54                        43,880                 374               3.38

                Real estate - residential mortgage           5,554            57                        4.17                                  4,453                            45                     3.96                                    2,252              24                   4.18

                Home equity loans                           12,812           129                        3.99                                 11,968                           122                     4.07                                   10,418             105                   3.97

                Consumer direct loans                        1,785            31                        6.84                                  1,666                            30                     7.20                                    1,605              26                   6.50

                Credit cards                                 1,088            29                       10.78                                    996                            27                    10.80                                      780              21                  10.66

                Consumer indirect loans                      3,009            42                        5.50                                  2,186                            28                     5.23                                      641              10                   6.45
                                                           -----

                Total consumer loans                                             24,248                         288                     4.73                                    21,269                         252                      4.73                        15,696                 186               4.69
                                                                                 ------                         ---                     ----                                    ------                         ---                      ----                        ------                 ---               ----

                Total loans                                                      85,360                         908                     4.24                                    77,697                         754                      3.86                        59,576                 560               3.72

                Loans held for sale                          1,323            11                        3.39                                  1,152                            10                     3.48                                      841               8                   4.13

                 Securities available for sale (b),
                 (e)                                        20,145            92                        1.82                                 17,972                            88                     1.99                                   14,168              76                   2.13

                Held-to-maturity securities (b)              9,121            44                        1.95                                  6,250                            30                     1.86                                    4,908              24                   1.99

                Trading account assets                         892             6                        2.54                                    860                             4                     2.12                                      822               6                   3.31

                Short-term investments                       3,717             5                         .49                                  5,911                             7                      .48                                    3,483               3                    .28

                Other investments (e)                          741             6                        3.23                                    717                             5                     2.74                                      674               4                   2.71
                                                             ---

                Total earning assets                                            121,299                       1,072                     3.52                                   110,559                         898                      3.24                        84,472                 681               3.21

                Allowance for loan and lease losses          (855)                                                 (847)                                                            (790)

                Accrued income and other assets             13,984                                                 13,757                                                            10,435

                Discontinued assets                          1,610                                                  1,676                                                             1,947
                                                           -----

                Total assets                                                                $136,038                                                                        $125,145                                                                    $96,064
                                                                                            ========                                                                        ========                                                                    =======

    Liabilities

                 NOW and money market deposit
                 accounts                                          $55,444                31                           .22                                               $51,318                       25                           .20                                  $37,640                  14              .15

                Savings deposits                             6,546             2                         .10                                  4,521                             1                      .07                                    2,338               -                   .02

                 Certificates of deposit ($100,000
                 or more) (f)                                5,428            15                        1.11                                  4,204                            12                     1.15                                    2,150               7                   1.31

                Other time deposits                          4,849             9                         .77                                  5,031                            11                      .85                                    3,047               5                    .72

                Deposits in foreign office                       -            -                                      -                                      -                         -                                      -                              354                  -                 .24
                                                             ---

                Total interest-bearing deposits                                  72,267                          57                      .32                                    65,074                          49                       .30                        45,529                  26                .24

                 Federal funds purchased and
                 securities                                    592             1                         .11                                    578                             -                     .16                                      392               -                   .02
                        sold under repurchase agreements

                 Bank notes and other short-term
                 borrowings                                    934             3                        1.11                                  1,186                             2                      .91                                      556               3                   1.65

                Long-term debt (f), (g)                     10,914            63                        2.38                                 10,415                            59                     2.31                                    8,316              42                   2.05
                                                          ------

                Total interest-bearing liabilities                               84,707                         124                      .58                                    77,253                         110                       .57                        54,793                  71                .52
                                                                                 ------                         ---                      ---                                    ------                         ---                       ---                        ------                 ---                ---

                Noninterest-bearing deposits                32,424                                                 29,844                                                            26,292

                 Accrued expense and other
                 liabilities                                 2,394                                                  2,818                                                             2,289

                Discontinued liabilities (g)                 1,610                                                  1,676                                                             1,947
                                                           -----

                Total liabilities                                               121,135                                                            111,591                                                              85,321

    Equity

                Key shareholders' equity                    14,901                                                 13,552                                                            10,731

                Noncontrolling interests                         2                                                      2                                                                12
                                                             ---

                Total equity                                                     14,903                                                             13,554                                                              10,743

                Total liabilities and equity                                                $136,038                                                                        $125,145                                                                    $96,064
                                                                                            ========                                                                        ========                                                                    =======

    Interest rate spread (TE)                                                                                                                    2.94%                                                              2.67%                                                2.69%
                                                                                                                                                  ====                                                                ====                                                  ====

    Net interest income (TE) and net interest margin (TE)                                                                           948                         3.12%                                                  788                 2.85%                                   610                 2.87%
                                                                                                                                                                ====                                                                       ====                                                        ====

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

                Net interest income, GAAP basis                            $938                                                                             $780                                                                           $602


    (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 $119 million, $107
                     million, and $87 million of assets
                     from commercial credit cards for
                     the three months ended December
                     31, 2016, September 30, 2016, and
                     December 31, 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)


                                                                                          Twelve months ended December 31, 2016                     Twelve months ended December 31, 2015

                                                                                        Average                                             Average

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

    Assets

                Loans: (b), (c)

                 Commercial, financial and
                 agricultural  (d)                                     $35,276                                  $1,215                    3.45%                                               $29,658                   $953        3.21%

                 Real estate -commercial
                 mortgage                                   11,063                     451                         4.07                                 8,020                            295             3.68

                Real estate - construction                   1,460                      76                         5.22                                 1,143                             43             3.73

                Commercial lease financing                   4,261                     161                         3.78                                 3,976                            143             3.60
                                                           -----

                Total commercial loans                                                    52,060                         1,903                    3.66                                    42,797              1,434            3.35

                 Real estate -residential
                 mortgage                                    3,632                     148                         4.09                                 2,244                             95             4.21

                Home equity loans                           11,286                     456                         4.04                                10,503                            418             3.98

                Consumer direct loans                        1,661                     113                         6.79                                 1,580                            103             6.54

                Credit cards                                   916                      98                        10.73                                   752                             81            10.76

                Consumer indirect loans                      1,593                      89                         5.58                                   718                             46             6.43
                                                           -----

                Total consumer loans                        19,088                     904                         4.74                                15,797                            743             4.70
                                                          ------

                Total loans                                 71,148                   2,807                         3.95                                58,594                          2,177             3.71

                Loans held for sale                            979                      34                         3.51                                   959                             37             3.85

                 Securities available for sale
                 (b), (e)                                   16,661                     329                         1.98                                13,720                            293             2.14

                Held-to-maturity securities (b)              6,275                     122                         1.94                                 4,936                             96             1.95

                Trading account assets                         884                      23                         2.59                                   761                             21             2.80

                Short-term investments                       4,656                      22                          .47                                 2,843                              8              .27

                Other investments (e)                          679                      16                         2.37                                   706                             18             2.63
                                                             ---

                Total earning assets                       101,282                   3,353                         3.31                                82,519                          2,650             3.21

                 Allowance for loan and lease
                 losses                                      (835)                                                            (791)

                Accrued income and other assets             12,090                                                            10,298

                Discontinued assets                          1,707                                                             2,132
                                                           -----

                Total assets                                          $114,244                                                                      $94,158
                                                             ===

    Liabilities

                 NOW and money market deposit
                 accounts                                              $46,079                       87                           .19                                               $36,258               56               .15

                Savings deposits                             3,957                       3                          .07                                 2,372                              -             .02

                 Certificates of deposit
                 ($100,000 or more) (f)                      3,911                      48                         1.22                                 2,041                             26             1.28

                Other time deposits                          4,088                      33                          .81                                 3,115                             22              .71

                Deposits in foreign office                       -                      -                                       -                                   489                          1                .23
                                                             ---

                Total interest-bearing deposits                                           58,035                           171                     .30                                    44,275                105             .24

                 Federal funds purchased and
                 securities                                    487                       1                          .10                                   632                              -             .04

                     sold under repurchase agreements

                 Bank notes and other short-term
                 borrowings                                    852                      10                         1.18                                   572                              9             1.52

                Long-term debt (f), (g)                      9,802                     218                         2.29                                 7,332                            160             2.24
                                                           -----

                Total interest-bearing liabilities                                        69,176                           400                     .58                                    52,811                274             .52
                                                                                          ------                           ---                     ---                                    ------                ---             ---

                Noninterest-bearing deposits                28,317                                                            26,355

                 Accrued expense and other
                 liabilities                                 2,393                                                             2,222

                Discontinued liabilities (g)                 1,706                                                             2,132
                                                           -----

                Total liabilities                          101,592                                                            83,520

    Equity

                Key shareholders' equity                    12,647                                                            10,626

                Noncontrolling interests                         5                                                                12
                                                             ---

                Total equity                                12,652                                                            10,638

                Total liabilities and equity                          $114,244                                                                      $94,158
                                                             ===

    Interest rate spread (TE)                                                                                                                              2.73%                                                 2.69%
                                                                                                                                                            ====                                                   ====

    Net interest income (TE) and net interest margin (TE)                                                                                   2,953           2.92%                                       2,376            2.88%
                                                                                                                                                            ====                                                         ====

    TE adjustment (b)                                                                                                                          34                                                    28
                                                                                                                                              ---                                                   ---

                Net interest income, GAAP basis                                    $2,919                                                                           $2,348


    (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 $99 million and $88
                       million of assets from commercial
                       credit cards for the twelve
                       months ended December 31, 2016,
                       and December 31, 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                                Twelve months ended

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

    Personnel(a)                                                            $648                                      $594                                   $429         $2,073 $1,652

    Net occupancy                                                     112                            73                              64                        305    255

    Computer processing                                                97                            70                              43                        255    164

    Business services and professional fees                            78                            76                              44                        235    159

    Equipment                                                          30                            26                              22                         98     88

    Operating lease expense                                            17                            15                              13                         59     47

    Marketing                                                          35                            32                              17                        101     57

    FDIC assessment                                                    23                            21                               8                         61     32

    Intangible asset amortization                                      27                            13                               9                         55     36

    OREO expense, net                                                   3                             3                               1                          9      6

    Other expense                                                     150                           159                              86                        505    344
                                                                      ---                           ---                             ---                        ---    ---

    Total noninterest expense                                             $1,220                                    $1,082                                   $736         $3,756 $2,840
                                                                          ======                                    ======                                   ====         ====== ======

    Merger-related charges(b)                                         207                           189                               6                        465      6

    Total noninterest expense excluding merger-related charges            $1,013                                      $893                                   $730         $3,291 $2,834
                                                                          ======                                      ====                                   ====         ====== ======

    Average full-time equivalent employees(c)                      18,849                        17,079                          13,359                     15,700 13,483


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


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


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


                                                                                   Personnel Expense

                                                                                     (in millions)


                                                                               Three months ended                                    Twelve months ended

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

    Salaries and contract labor                                             $352                                      $329                                       $244                   $1,191        $958

    Incentive and stock-based compensation                          185                               162                           115                            537              410

    Employee benefits                                                98                                73                            64                            297              266

    Severance                                                        13                                30                             6                             48               18
                                                                    ---                               ---                           ---                            ---              ---

    Total personnel expense                                                 $648                                      $594                                       $429                   $2,073      $1,652
                                                                            ====                                      ====                                       ====                   ======      ======

    Merger-related charges                                           80                                97                             -                           228                -

    Total personnel expense excluding merger-related charges                $568                                      $497                                       $429                   $1,845      $1,652
                                                                            ====                                      ====                                       ====                   ======      ======




                                                                        Merger-Related Charges

                                                                            (in millions)


                                                                            Three months ended                                Twelve months ended

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

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


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

    Other income                                                              $9                                 (10)                            -                     (1)                 -
                                                                             ---                                  ---                           ---                     ---                ---

    Noninterest income                                                9                              (12)                            -                           (3)               -


    Personnel (a)                                                    80                                97                             -                           228                -

    Net occupancy                                                    29                                 -                            -                            29                -

    Business services and professional fees                          22                                32                                        $5                       66                     $5

    Computer processing                                              38                                15                             -                            53                -

    Marketing                                                        13                                 9                             -                            26                -

    Other nonpersonnel expense                                       25                                36                             1                             63                1
                                                                    ---                               ---                           ---                            ---              ---

    Noninterest expense                                             207                               189                             6                            465                6
                                                                    ---                               ---                           ---                            ---              ---

    Total merger-related charges                                            $198                                      $207                                         $6                     $474          $6
                                                                            ====                                      ====                                        ===                     ====         ===


    (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 12/31/16
                                                                                                                                                                               vs.

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

    Commercial, financial and agricultural (a)                         $39,768                             $39,433                          $31,240                                  .8%             27.3%

    Commercial real estate:

                                               Commercial mortgage      15,111                14,979                       7,959                               .9                    89.9

                                               Construction              2,345                 2,189                       1,053                              7.1                   122.7
                                                                       -----

                                                Total commercial real
                                                estate loans            17,456                17,168                       9,012                              1.7                    93.7

    Commercial lease financing  (b)                                                                    4,685                     4,783                4,020                             (2.0)               16.5
                                                                                                       -----                     -----                -----                              ----                ----

                                                Total commercial
                                                loans                   61,909                61,384                      44,272                               .9                    39.8

    Residential - prime loans:

                                                Real estate -
                                                residential mortgage     5,547                 5,509                       2,242                               .7                   147.4

                                               Home equity loans        12,674                12,757                      10,335                             (.7)                   22.6
                                                                      ------

    Total residential - prime loans                                                                   18,221                    18,266               12,577                              (.2)               44.9

    Consumer direct loans                                                                              1,788                     1,764                1,600                               1.4                11.8

    Credit cards                                                                                       1,111                     1,084                  806                               2.5                37.8

    Consumer indirect loans                                                                            3,009                     3,030                  621                              (.7)              384.5
                                                                                                       -----                     -----                  ---                               ---               -----

                                               Total consumer loans     24,129                24,144                      15,604                             (.1)                   54.6
                                                                      ------

                                               Total loans (c), (d)            $86,038                                  $85,528                          $59,876                              .6%               43.7%
                                                                         ===                                                                                                                      ===                 ===


    (a)                 Loan balances include $116 million,
                        $117 million, and $85 million of
                        commercial credit card balances at
                        December 31, 2016, September 30,
                        2016, and December 31, 2015,
                        respectively.



    (b)                 Commercial lease financing includes
                        receivables held as collateral for
                        a secured borrowing of $68
                        million, $76 million, and $134
                        million at December 31, 2016,
                        September 30, 2016, and December
                        31, 2015, respectively. Principal
                        reductions are based on the cash
                        payments received from these
                        related receivables.



    (c)                 At December 31, 2016, total loans
                        include purchased loans of $21.0
                        billion, of which $865 million
                        were purchased credit impaired. At
                        September 30, 2016, total loans
                        include purchased loans of $22.4
                        billion, of which $959 million
                        were purchased credit impaired. At
                        December 31, 2015, total loans
                        include purchased loans of $114
                        million, of which $11 million were
                        purchased credit impaired.



    (d)                 Total loans exclude loans of $1.6
                        billion at December 31, 2016, $1.6
                        billion at September 30, 2016, and
                        $1.8 billion at December 31, 2015,
                        related to the discontinued
                        operations of the education
                        lending business.


                                                                           Loans Held for Sale Composition

                                                                                (dollars in millions)


                                                                                                                        Percent change 12/31/16
                                                                                                                                   vs.

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

    Commercial, financial and agricultural                        $19                                  $56                          $76              (66.1)%            (75.0)%

    Real estate - commercial mortgage                                            1,022                        1,016             532                   .6                92.1

    Commercial lease financing                                                       -                           3              14                           N/M                N/M

    Real estate - residential mortgage                                              62                           62              17                             -              264.7

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

                                           Total loans held for
                                           sale (a)                   $1,104                                     $1,137                         $639             (2.9)%              72.8%
                                                                ===


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


    N/M = Not Meaningful


                                                           Summary of Changes in Loans Held for Sale

                                                                         (in millions)


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

    Balance at beginning of period                   $1,137                                 $442                        $684             $639 $916

                                   Purchases              -                       48                       -              -         -

                                   New originations   2,846                     2,857                   1,539           1,114      1,655

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

                                   Loan sales       (2,889)                  (2,180)                (1,802)        (1,108)    (1,943)

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


    Balance at end of period (a)                     $1,104                               $1,137                        $442             $684 $639
                                                     ======                               ======                        ====             ==== ====


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



                                              Asset Quality Statistics From Continuing Operations

                                                             (dollars in millions)


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

    Net loan charge-offs                  $72                          $44                             $43            $46  $37

    Net loan charge-offs
     to average total
     loans                         .34%          .23%                .28%                     .31%          .25%

    Allowance for loan and
     lease losses                        $858                         $865                            $854           $826 $796

    Allowance for credit
     losses (a)                     913            918                  904                       895            852

    Allowance for loan and
     lease losses to
     period-end loans             1.00%         1.01%               1.38%                    1.37%         1.33%

    Allowance for credit
     losses to period-end
     loans                         1.06           1.07                 1.46                      1.48           1.42

    Allowance for loan and
     lease losses to
     nonperforming loans
     (b)                          137.3          119.6                138.0                     122.2          205.7

    Allowance for credit
     losses to
     nonperforming loans
     (b)                          146.1          127.0                146.0                     132.4          220.2

    Nonperforming loans at
     period end (b)                      $625                         $723                            $619           $676 $387

    Nonperforming assets
     at period end (b)              676            760                  637                       692            403

    Nonperforming loans to
     period-end portfolio
     loans (b)                     .73%          .85%               1.00%                    1.12%          .65%

    Nonperforming assets
     to period-end
     portfolio loans plus           .79            .89                 1.03                      1.14            .67

           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
                        $865 million, $959 million, $11
                        million, $11 million, and $11
                        million of purchased credit
                        impaired loans at December 31,
                        2016, September 30, 2016, June 30,
                        2016,  March 31, 2016 , and
                        December 31, 2015, respectively.


                                                                   Summary of Loan and Lease Loss Experience From Continuing Operations

                                                                                          (dollars in millions)


                                                                   Three months ended                                            Twelve months ended

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

    Average loans outstanding                                  $85,360                                 $77,697                                $59,576             $71,148   $58,594
                                                               =======                                 =======                                =======             =======   =======

    Allowance for loan and lease losses at
     beginning of period                                          $865                                    $854                                   $790                $796      $794

    Loans charged off:

    Commercial, financial and agricultural                40                      17                         18                                    118        77

    Real estate - commercial mortgage                      2                       -                         2                                      5         4

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

    Total commercial real estate loans                     2                       9                          2                                     14         5

    Commercial lease financing                             1                       5                          6                                     12        11
                                                         ---                     ---                        ---                                    ---       ---

    Total commercial loans                                43                      31                         26                                    144        93

    Real estate - residential mortgage                     -                      1                          2                                      4         6

    Home equity loans                                      8                       5                          7                                     30        32

    Consumer direct loans                                  9                       6                          6                                     27        24

    Credit cards                                          10                       9                          7                                     35        30

    Consumer indirect loans                               12                       3                          3                                     21        18
                                                         ---                     ---                        ---                                    ---       ---

    Total consumer loans                                  39                      24                         25                                    117       110
                                                         ---                     ---                        ---                                    ---       ---

    Total loans charged off                               82                      55                         51                                    261       203

    Recoveries:

    Commercial, financial and agricultural                 3                       2                          3                                     11        16

    Real estate - commercial mortgage                      -                      1                          4                                      9         6

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

    Total commercial real estate loans                     -                      2                          4                                     11         7

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

    Total commercial loans                                 4                       4                          7                                     25        30

    Real estate - residential mortgage                   (2)                      1                          2                                      1         3

    Home equity loans                                      4                       3                          2                                     14        11

    Consumer direct loans                                  1                       1                          1                                      5         6

    Credit cards                                           1                       1                          -                                     4         2

    Consumer indirect loans                                2                       1                          2                                      7         9
                                                         ---                     ---                        ---                                    ---       ---

    Total consumer loans                                   6                       7                          7                                     31        31
                                                         ---                     ---                        ---                                    ---       ---

    Total recoveries                                      10                      11                         14                                     56        61
                                                         ---                     ---                        ---                                    ---       ---

    Net loan charge-offs                                (72)                   (44)                      (37)                                 (205)    (142)

    Provision (credit) for loan and lease losses          64                      56                         43                                    267       145

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

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

    Liability for credit losses on lending-
     related commitments at beginning of period                    $53                                     $50                                    $54                 $56       $35

    Provision (credit) for losses on lending-
     related commitments                                   2                       3                          2                                    (1)       21
                                                         ---                     ---                        ---                                    ---       ---

    Liability for credit losses on lending-
     related commitments at end of period (a)                      $55                                     $53                                    $56                 $55       $56
                                                                   ===                                     ===                                    ===                 ===       ===

    Total allowance for credit losses at end of
     period                                                       $913                                    $918                                   $852                $913      $852
                                                                  ====                                    ====                                   ====                ====      ====

    Net loan charge-offs to average total loans         .34%                   .23%                      .25%                                  .29%     .24%

    Allowance for loan and lease losses to
     period-end loans                                   1.00                    1.01                       1.33                                   1.00      1.33

    Allowance for credit losses to period-end
     loans                                              1.06                    1.07                       1.42                                   1.06      1.42

    Allowance for loan and lease losses to
     nonperforming loans                               137.3                   119.6                      205.7                                  137.3     205.7

    Allowance for credit losses to nonperforming
     loans                                             146.1                   127.0                      220.2                                  146.1     220.2

    Discontinued operations -education lending
     business:

    Loans charged off                                               $7                                      $6                                    $10                 $28       $35

    Recoveries                                             3                       3                          3                                     11        13
                                                         ---                     ---                        ---                                    ---       ---

    Net loan charge-offs                                          $(4)                                   $(3)                                  $(7)              $(17)    $(22)
                                                                   ===                                     ===                                    ===                ====      ====


    (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)


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

    Commercial, financial and agricultural                                      $297                                    $335                      $321          $380  $82

    Real estate - commercial mortgage                                 26                        32                         14                  16            19

    Real estate - construction                                         3                        17                         25                  12             9
                                                                     ---                       ---                        ---                 ---           ---

      Total commercial real estate loans                              29                        49                         39                  28            28

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

      Total commercial loans                                         334                       397                        370                 419           123

    Real estate - residential mortgage                                56                        72                         54                  59            64

    Home equity loans                                                223                       225                        189                 191           190

    Consumer direct loans                                              6                         2                          1                   1             2

    Credit cards                                                       2                         3                          2                   2             2

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

      Total consumer loans                                           291                       326                        249                 257           264
                                                                     ---                       ---                        ---                 ---           ---

             Total nonperforming loans (a)                           625                       723                        619                 676           387

    OREO                                                              51                        35                         15                  14            14

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

         Total nonperforming assets (a)                                         $676                                    $760                      $637          $692 $403
                                                                                ====                                    ====                      ====          ==== ====

    Accruing loans past due 90 days or more                                      $87                                     $49                       $70           $70  $72

    Accruing loans past due 30 through 89 days                       404                       317                        203                 237           208

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

    Restructured loans included in nonperforming loans (b)           141                       149                        133                 151           159

    Nonperforming assets from discontinued operations -                5                         5                          5                   6             7

          education lending business

    Nonperforming loans to period-end portfolio loans  (a)          .73%                     .85%                     1.00%              1.12%         .65%

    Nonperforming assets to period-end portfolio loans               .79                       .89                       1.03                1.14           .67

          plus OREO and other nonperforming assets (a)




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


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

    Balance at beginning
     of period                     $723                               $619                               $676          $387 $400

    Loans placed on
     nonaccrual status        170                 78                    124                       406               81

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

    Charge-offs              (81)              (53)                  (64)                     (60)            (51)

    Loans sold                (9)                 -                     -                     (11)               -

    Payments                 (30)              (32)                  (75)                      (8)            (21)

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

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

    Loans returned to
     accrual status          (96)              (34)                  (36)                     (34)            (17)
                              ---                ---                    ---                       ---              ---

    Balance at end of
     period (b)                    $625                               $723                               $619          $676 $387
                                   ====                               ====                               ====          ==== ====




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


    (b)              Nonperforming loan balances exclude
                     $865 million, $959 million, $11
                     million, $11 million, and $11
                     million of purchased credit
                     impaired loans at December 31,
                     2016, September 30, 2016, June 30,
                     2016, March 31, 2016, and December
                     31, 2015, respectively.



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

                                                                 (in millions)


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

    Balance at beginning
     of period                        $35                               $15                               $14              $14 $17

    Properties acquired -
     First Niagara              -                  19                     -                        -                  -

    Properties acquired -
     nonperforming loans       21                    5                     6                         4                   4

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

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

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



                                                                                                              Line of Business Results

                                                                                                                (dollars in millions)


                                                                                                                       Percent change 4Q16 vs.

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

    Key Community Bank

    Summary of operations

    Total revenue (TE)                                                   $901                         $779                              $598                $595           $588        15.7% 53.2%

    Provision for credit losses                                    44                37                  25                       42                   20            18.9   120.0

    Noninterest expense                                           673               577                 444                      436                  456            16.6    47.6

    Net income (loss) attributable to
     Key                                                          115               104                  81                       74                   70            10.6    64.3

    Average loans and leases                                   47,032            41,548              30,936                   30,789               30,925            13.2    52.1

    Average deposits                                           79,357            69,397              53,794                   52,803               52,219            14.4    52.0

    Net loan charge-offs                                           42                31                  17                       23                   23            35.5    82.6

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

    Nonperforming assets at period end                                   $394                         $430                              $300                $303           $303        (8.4)  30.0

    Return on average allocated equity                          9.70%           11.52%             11.99%                  11.09%              10.39%            N/A              N/A

    Average full-time equivalent
     employees                                                 11,173    9,796     7,331      7,376     7,390                     14.1                 51.2


    Key Corporate Bank

    Summary of operations

    Total revenue (TE)                                                   $630                         $554                              $452                $426           $479        13.7% 31.5%

    Provision for credit losses                                    21                25                  30                       43                   26          (16.0) (19.2)

    Noninterest expense                                           325               307                 259                      237                  257             5.9    26.5

    Net income (loss) attributable to
     Key                                                          221               159                 135                      118                  142            39.0    55.6

    Average loans and leases                                   36,769            34,561              28,607                   27,722               26,981             6.4    36.3

    Average loans held for sale                                 1,223             1,103                 591                      811                  820            10.9    49.1

    Average deposits                                           23,173            22,708              19,129                   18,074               19,080             2.0    21.5

    Net loan charge-offs                                           26                12                  27                       18                   12           116.7   116.7

    Net loan charge-offs to average
     total loans                                                 .28%             .14%               .38%                    .26%                .18%            N/A              N/A

    Nonperforming assets at period end                                   $241                         $313                              $319                $372            $74       (23.0) 225.7

    Return on average allocated equity                         30.62%           25.86%             26.23%                  23.15%              29.05%            N/A              N/A

    Average full-time equivalent
     employees                                                  2,394    2,331     2,138      2,126     2,113                      2.7                 13.3


    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-fourth-quarter-2016-net-income-of-213-million-or-20-per-common-share-earnings-per-common-share-of-31-excluding-11-of-merger-related-charges-300393478.html

SOURCE KeyCorp