8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 18, 2013

(Exact name of registrant as specified in its charter)

Ohio	1-11302	34-6542451
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification No.)
127 Public Square, Cleveland, Ohio		44114-1306
(Address of principal executive offices)		(Zip Code)

(216) 689-3000

Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 18, 2013, KeyCorp issued a press release announcing its financial results for the three-month period ended March 31, 2013, (the “Press Release”) and posted on its website its first quarter 2013 Supplemental Information Package (the “Supplemental Information Package”). The Press Release and Supplemental Information Package are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively.

The information in the preceding paragraph, as well as Exhibit 99.1 and Exhibit 99.2 referenced therein, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).

KeyCorp’s Consolidated Balance Sheets and Consolidated Statements of Income (the “Financial Statements”), included as part of the Press Release, are filed as Exhibit 99.3 to this report. Exhibit 99.3 is deemed “filed” for purposes of Section 18 of the Exchange Act and, therefore, may be incorporated by reference in filings under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

99.1 Press Release, dated April 18, 2013, announcing financial results for the three-month period ended March 31, 2013.

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

99.3 Financial Statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, KeyCorp has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KEYCORP
	(Registrant)
Date: April 18, 2013	/s/ Robert L. Morris
	By:   Robert L. Morris
	Chief Accounting Officer

EX-99.1

Exhibit 99.1

    NEWS

FOR IMMEDIATE RELEASE

KEYCORP REPORTS FIRST QUARTER 2013

NET INCOME OF $196 MILLION, OR $.21 PER COMMON SHARE

Net interest income was $583 million, up $30 million, or 5.4% from first quarter of 2012

Average total loans increased to $52.6 billion, up 6.5% from first quarter of 2012 led by

16.4% growth in commercial and industrial loans

Average total deposits increased to $63.6 billion, up 6.7% from first quarter of 2012

Net loan charge-offs declined 51% from one year ago to

$49 million representing 38 basis points of average total loans

First quarter expenses were $681 million including $15 million of charges for efficiency initiative

Cash efficiency ratio improved to 66.0% from 67.7% one year ago

CLEVELAND, April 18, 2013 – KeyCorp (NYSE: KEY) today announced first quarter net income from continuing operations attributable to Key common shareholders of $196 million, or $.21 per common share, compared to $190 million, or $.20 per common share for the fourth quarter of 2012, and $195 million, or $.20 per common share for the first quarter of 2012. During the first quarter Key incurred $15 million, or $.01 per common share of costs associated with its previously announced efficiency initiative.

SIGNIFICANT EVENTS

Agreement to sell Victory Capital Management and Victory Capital Advisors

• Victory results moved to discontinued operations for all periods presented

• Sale expected to close during the third quarter of 2013

• Estimated after-tax gain to be in the range of $145-$155 million

Continued progress on efficiency initiative

• Cash efficiency ratio improved to 66.0%

• Noninterest expense of $15 million, or $.01 per share associated with efficiency initiative during the first quarter of 2013

• Run rate savings of approximately $105 million annualized

Executing on capital management priorities

• Key’s capital plan received no objection from the Federal Reserve

• Board authorized a common share repurchase program of up to $426 million

• Board will consider an increase to the quarterly common share dividend to $.055 per share at May meeting

• Key seeking no objection from the Federal Reserve to use the gain realized from the sale of Victory to repurchase common shares

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 2

“Our first quarter results highlight the strength of our business model and the progress we are making to ensure that Key is well-positioned for future growth,” said Chairman and Chief Executive Officer Beth E. Mooney. “We continued to experience growth in average loans; however, our customers remained cautious regarding the overall strength of the economy and were somewhat restrained in their borrowing during the quarter following a very strong fourth quarter. Credit quality improved once again and we showed good progress controlling our expenses and improving our cash efficiency ratio to 66% during the quarter.”

“Through the first quarter, we have realized $105 million in annualized expense savings, significant progress toward our $200 million goal by the end of 2013,” continued Mooney. “During the second quarter we expect to make further progress on our efficiency efforts as we consolidate branch locations and continue to work toward creating a variable cost base.”

Mooney added: “Capital management also remains a priority for Key. In the first quarter, we repurchased 6.8 million shares and over the next four quarters, we expect to return a significant amount of our net income to shareholders through our planned capital actions we announced last month at the conclusion of the CCAR review. Our plan included a share repurchase program of up to $426 million, which the Board approved last month, and an opportunity to increase the quarterly common share dividend by 10% to $.055 per share, which the Board will evaluate at their May meeting.”

FIRST QUARTER 2013 FINANCIAL RESULTS

• Net interest income of $583 million, up $30 million from one year ago

• Net interest margin of 3.24%, up eight (8) basis points from the first quarter of 2012

• Continued average loan growth driven by 16.4% increase in commercial, financial and agricultural loans from one year ago

• Average deposits increased 6.7% from the first quarter of 2012

• Noninterest expense included $15 million associated with the efficiency initiative

• Cash efficiency ratio improved to 66.0%, down from 67.7% one year ago

• Net loan charge-offs decreased 51% from the first quarter of 2012 to .38% of average total loans

• Maintained solid balance sheet with Tier 1 common equity of 11.39%

Selected Financial Highlights

dollars in millions, except per share data										Change 1Q13 vs.
	1Q13			4Q12			1Q12			4Q12			1Q12
Income (loss) from continuing operations attributable to Key common shareholders	$	196		$	190		$	195			3.2	%		.5	%
Income (loss) from continuing operations attributable to Key common shareholders per common share — assuming dilution		.21			.20			.20			5.0			5.0
Return on average total assets from continuing operations		.99	%		.96	%		1.01	%		N/A			N/A
Tier 1 common equity		11.39			11.36			11.55			N/A			N/A
Book value at period end	$	10.89		$	10.78		$	10.26			1.0	%		6.1	%
Net interest margin (TE) from continuing operations		3.24	%		3.37	%		3.16	%		N/A			N/A

TE = Taxable Equivalent, N/A = Not Applicable

INCOME STATEMENT HIGHLIGHTS

Revenue

dollars in millions							Change 1Q13 vs.
	1Q13		4Q12		1Q12		4Q12			1Q12
Net interest income (TE)	$	589	$	607	$	559		(3.0	)%		5.4	%
Noninterest income		425		439		442		(3.2	)		(3.8	)
Total revenue	$	1,014	$	1,046	$	1,001		(3.1	)%		1.3	%

TE = Taxable Equivalent

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 3

Taxable-equivalent net interest income was $589 million for the first quarter of 2013, and the net interest margin was 3.24%. These results compare to taxable-equivalent net interest income of $559 million and a net interest margin of 3.16% for the first quarter of 2012. The increase in net interest income and the net interest margin was primarily a result of a change in funding mix from the redemption of certain trust preferred securities, maturity of long-term debt, and maturity of higher-costing certificates of deposit during 2012.

Compared to the fourth quarter of 2012, taxable-equivalent net interest income decreased by $18 million, and the net interest margin declined by 13 basis points. The decrease in net interest income was primarily due to a lower day count and a decline in the net interest margin, which was partially offset by an increase in average earning asset balances. The decline in the net interest margin was largely attributable to lower yields on loans and investment securities and an increase in short-term investments.

Noninterest Income ^(a)

dollars in millions							Change 1Q13 vs.
	1Q13		4Q12		1Q12		4Q12			1Q12
Trust and investment services income	$	95	$	95	$	96		—			(1.0	)%
Investment banking and debt placement fees		79		110		61		(28.2	)%		29.5
Service charges on deposit accounts		69		75		68		(8.0	)		1.5
Operating lease income and other leasing gains		23		19		52		21.1			(55.8	)
Corporate services income		45		41		44		9.8			2.3
Cards and payments income		37		38		29		(2.6	)		27.6
Corporate-owned life insurance income		30		36		30		(16.7	)		—
Consumer mortgage income		7		11		9		(36.4	)		(22.2	)
Net gains (losses) from principal investing		8		2		35		300.0			(77.1	)
Other income		32		12		18		166.7			77.8
Total noninterest income	$	425	$	439	$	442		(3.2	)%		(3.8	)%

(a) The noninterest income line items in the table above have been changed for the current quarter and all prior quarters to reflect Key’s current business mix.

Key’s noninterest income was $425 million for the first quarter of 2013, compared to $442 million for the year-ago quarter. Operating lease income and other leasing gains decreased $29 million primarily due to a $20 million gain on the early termination of a leveraged lease one year ago, and net gains (losses) from principal investing decreased by $27 million. These decreases were partially offset by an $18 million increase in investment banking and debt placement fees and a $14 million increase in other income.

Compared to the fourth quarter of 2012, noninterest income decreased by $14 million. Investment banking and debt placement fees declined $31 million. Service charges on deposit accounts and corporate-owned life insurance income each decreased $6 million. These declines in noninterest income were partially offset by a $6 million increase in net gains (losses) from principal investing and a $20 million increase in other income.

Noninterest Expense

dollars in millions							Change 1Q13 vs.
	1Q13		4Q12		1Q12		4Q12			1Q12
Personnel expense	$	391	$	422	$	372		(7.3	)%		5.1	%
Nonpersonnel expense		290		312		307		(7.1	)		(5.5	)
Total noninterest expense	$	681	$	734	$	679		(7.2	)%		.3	%

N/M = Not Meaningful

Key’s noninterest expense was $681 million for the first quarter of 2013, compared to $679 million for the same period last year. Personnel expense increased $19 million due to several factors – an increase in technology contract labor; higher incentive compensation expense accruals; and severance expense associated with Key’s efficiency initiative. Nonpersonnel expense decreased $17 million from one year ago.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 4

Marketing expense, operating lease expense and various other miscellaneous expenses decreased from the year ago quarter. These declines were partially offset by an increase of $11 million related to the amortization of the intangible assets associated with the third quarter 2012 acquisitions of the previously announced credit card portfolio as well as the branches in Western New York.

Compared to the fourth quarter of 2012, noninterest expense decreased by $53 million. Personnel expense declined $31 million as salaries, technology contract labor, incentive compensation, employee benefits, stock-based compensation and severance expenses were all down from the fourth quarter of 2012. Nonpersonnel expense decreased $22 million from the fourth quarter of 2012. Business services and professional fees declined $19 million, and marketing expense decreased $14 million. These decreases were partially offset by an increase in the provision (credit) for losses on lending-related commitments, which was an expense of $3 million for the current quarter compared to a credit of $14 million for the prior quarter.

BALANCE SHEET HIGHLIGHTS

As of March 31, 2013 and December 31, 2012, Key had total assets of $89.2 billion compared to $87.4 billion at March 31, 2012.

Average Loans

dollars in millions							Change 3-31-13 vs.
	3-31-13		12-31-12		3-31-12		12-31-12			3-31-12
Commercial, financial and agricultural (a)	$	23,317	$	22,436	$	20,031		3.9	%		16.4	%
Other commercial loans		13,493		13,494		14,730		N/M			(8.4	)
Total home equity loans		10,200		10,218		9,694		(.2	)		5.2
Other consumer loans		5,616		5,711		4,975		(1.7	)		12.9
Total loans	$	52,626	$	51,859	$	49,430		1.5	%		6.5	%

(a) Commercial, financial and agricultural average balance for the three months ended March 31, 2013 and December 31, 2012 includes $91 million and $90 million of assets from commercial credit cards, respectively.

Average loans were $52.6 billion for the first quarter of 2013, an increase of $3.2 billion compared to the first quarter of 2012. Commercial, financial and agricultural loans grew by $3.3 billion over the year-ago quarter, with strong growth across Key’s corporate and middle market segments. In addition, the third quarter 2012 credit card portfolio and Western New York branch acquisitions added $1 billion of mostly consumer loans. This growth was partially offset by managed declines in the commercial real estate portfolio, the equipment lease portfolio, which included the early termination of certain leveraged leases in the exit portfolio in 2012, and run-off of consumer loans in the designated exit portfolio.

Compared to the fourth quarter of 2012, average loans increased by $767 million. This average loan growth was attributable to an increase in commercial, financial and agricultural loans, partially offset by a decrease in home equity and other consumer loans.

Key originated approximately $8.5 billion in new or renewed lending commitments to consumers and businesses during the first quarter of 2013, compared to $10.2 billion during the fourth quarter of 2012 and $8.3 billion during the first quarter of 2012.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 5

Average Deposits

dollars in millions										Change 3-31-13 vs.
	3-31-13			12-31-12			3-31-12			12-31-12			3-31-12
Non-time deposits	$	56,273		$	56,229		$	49,560			.1	%		13.5	%
Certificates of deposits ($100,000 or more)		2,911			2,992			4,036			(2.7	)		(27.9	)
Other time deposits		4,451			4,714			6,035			(5.6	)		(26.2	)
Total deposits	$	63,635		$	63,935		$	59,631			(.5	)%		6.7	%
Cost of interest-bearing deposits		.43	%		.47	%		.76	%		N/A			N/A

N/A = Not Applicable

Average deposits totaled $63.6 billion for the first quarter of 2013, an increase of $4 billion compared to the year-ago quarter. The growth reflects an increase in demand deposits of $2.9 billion and interest-bearing non-time deposits of $4.1 billion (including the impact of Key’s third quarter 2012 Western New York branch acquisition, which added $2 billion of mostly interest-bearing non-time deposits). This deposit growth was partially offset by $3 billion of run-off from one year ago in certificates of deposit and other time deposits.

Compared to the fourth quarter of 2012, average deposits decreased by $300 million. This decline was primarily due to a decrease in deposits in foreign office.

ASSET QUALITY

dollars in millions										Change 1Q13 vs.
	1Q13			4Q12			1Q12			4Q12			1Q12
Net loan charge-offs	$	49		$	58		$	101			(15.5	)%		(51.5	)%
Net loan charge-offs to average total loans		.38	%		.44	%		.82	%		N/A			N/A
Nonperforming loans at period end (a)	$	650		$	674		$	666			(3.6	)		(2.4	)
Nonperforming assets at period end		705			735			767			(4.1	)		(8.1	)
Allowance for loan and lease losses		893			888			944			.6			(5.4	)
Allowance for loan and lease losses to nonperforming loans		137	%		132	%		142	%		N/A			N/A
Provision (credit) for loan and lease losses	$	55		$	57		$	42			(3.5	)%		31.0	%

(a) March 31, 2013 and December 31, 2012 amounts exclude $22 million and $23 million, respectively, of purchased credit impaired loans acquired in July 2012.

N/A = Not Applicable, N/M = Not Meaningful

Key’s provision for loan and lease losses was $55 million for the first quarter of 2013, compared to $57 million for the fourth quarter of 2012 and $42 million for the year-ago quarter. Key’s allowance for loan and lease losses was $893 million, or 1.70% of total period-end loans at March 31, 2013, compared to 1.68% at December 31, 2012, and 1.92% at March 31, 2012.

Net loan charge-offs for the first quarter of 2013 totaled $49 million, or .38% of average total loans. These results compare to $58 million, or .44% for the fourth quarter of 2012, and $101 million, or .82% for the same period last year.

At March 31, 2013, Key’s nonperforming loans totaled $650 million and represented 1.24% of period-end portfolio loans, compared to 1.28% at December 31, 2012 and 1.35% at March 31, 2012. Nonperforming loans at December 31, 2012 included $46 million of loans related to the regulatory guidance issued in the second and third quarters of 2012. Nonperforming assets at March 31, 2013, totaled $705 million and represented 1.34% of period-end portfolio loans and OREO and other nonperforming assets, compared to 1.39% at December 31, 2012, and 1.55% at March 31, 2012. OREO balances declined $40 million from one year ago to $21 million at March 31, 2013.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 6

CAPITAL

Key’s estimated risk-based capital ratios included in the following table continued to exceed all “well-capitalized” regulatory benchmarks at March 31, 2013.

Capital Ratios

	3-31-13			12-31-12			3-31-12
Tier 1 common equity (a), (b)		11.39	%		11.36	%		11.55	%
Tier 1 risk-based capital (a)		12.18			12.15			13.29
Total risk based capital (a)		15.01			15.13			16.68
Tangible common equity to tangible assets (b)		10.24			10.15			10.26

(a) 3-31-13 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 “Tier 1 common equity.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

As shown in the preceding table, at March 31, 2013, Key’s estimated Tier 1 common equity and Tier 1 risk-based capital ratios stood at 11.39% and 12.18%, respectively. In addition, the tangible common equity ratio was 10.24% at March 31, 2013.

Summary of Changes in Common Shares Outstanding

in thousands									Change 1Q13 vs.
	1Q13			4Q12			1Q12		4Q12			1Q12
Shares outstanding at beginning of period		925,769			936,195			953,008		(1.1	)%		(2.9	)%
Common shares repurchased		(6,790	)		(10,530	)		—		N/M			N/M
Shares reissued (returned) under employee benefit plans		3,602			104			3,094		N/M			16.4
Shares outstanding at end of period		922,581			925,769			956,102		(.3	)%		(3.5	)%

N/M = Not Meaningful

During the first quarter of 2013, Key completed $65 million of Common Share repurchases on the open market under Key’s share repurchase program. Key’s authority to repurchase Common Shares under the 2012 capital plan expired on March 31, 2013.

Key’s Board of Directors has authorized management, pursuant to the 2013 capital plan submitted to the Federal Reserve and not objected to by the Federal Reserve, to repurchase up to $426 million of Key’s Common Shares. Common Share repurchases under the new 2013 capital plan authorization are expected to be executed from the second quarter of 2013 through the first quarter of 2014.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 7

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 1Q13 vs.
	1Q13			4Q12			1Q12			4Q12			1Q12
Revenue from continuing operations (TE)
Key Community Bank	$	549		$	580		$	532			(5.3	)%		3.2	%
Key Corporate Bank		379			403			378			(6.0	)		.3
Other segments		83			69			94			20.3			(11.7	)
Total segments		1,011			1,052			1,004			(3.9	)		.7
Reconciling items		3			(6	)		(3	)		N/M			N/M
Total	$	1,014		$	1,046		$	1,001			(3.1	)%		1.3	%
Income (loss) from continuing operations attributable to Key
Key Community Bank	$	31		$	33		$	58			(6.1	)%		(46.6	)%
Key Corporate Bank		105			116			91			(9.5	)		15.4
Other segments		68			52			50			30.8			36.0
Total segments		204			201			199			1.5			2.5	%
Reconciling items		(3	)		(5	)		2			N/M			N/M
Total	$	201		$	196		$	201			2.6	%		—

TE = Taxable equivalent, N/M = Not Meaningful

Key Community Bank

dollars in millions							Change 1Q13 vs.
	1Q13		4Q12		1Q12		4Q12			1Q12
Summary of operations
Net interest income (TE)	$	361	$	383	$	357		(5.7	)%		1.1	%
Noninterest income		188		197		175		(4.6	)		7.4
Total revenue (TE)		549		580		532		(5.3	)		3.2
Provision (credit) for loan and lease losses		59		26		4		126.9			N/M
Noninterest expense		440		502		436		(12.4	)		.9
Income (loss) before income taxes (TE)		50		52		92		(3.8	)		(45.7	)
Allocated income taxes (benefit) and TE adjustments		19		19		34		—			(44.1	)
Net income (loss) attributable to Key	$	31	$	33	$	58		(6.1	)%		(46.6	)%
Average balances
Loans and leases	$	28,982	$	28,633	$	25,981		1.2	%		11.6	%
Total assets		31,478		31,229		28,223		.8			11.5
Deposits		49,359		49,848		47,506		(1.0	)		3.9
Assets under management at period end	$	23,867	$	22,334	$	21,940		6.9	%		8.8	%

TE = Taxable Equivalent, N/M = Not Meaningful

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 8

Additional Key Community Bank Data

dollars in millions										Change 1Q13 vs.
	1Q13			4Q12			1Q12			4Q12			1Q12
Noninterest income
Trust and investment services income	$	65		$	65		$	60			—			8.3	%
Service charges on deposit accounts		58			61			56			(4.9	)%		3.6
Cards and payments income		33			34			25			(2.9	)		32.0
Other noninterest income		32			37			34			(13.5	)		(5.9	)
Total noninterest income	$	188		$	197		$	175			(4.6	)%		7.4	%
Average deposit balances
NOW and money market deposit accounts	$	26,110		$	25,698		$	23,067			1.6	%		13.2	%
Savings deposits		2,463			2,399			1,988			2.7			23.9
Certificates of deposit ($100,000 or more)		2,498			2,619			3,441			(4.6	)		(27.4	)
Other time deposits		4,445			4,702			6,022			(5.5	)		(26.2	)
Deposits in foreign office		270			287			313			(5.9	)		(13.7	)
Noninterest-bearing deposits		13,573			14,143			12,675			(4.0	)		7.1
Total deposits	$	49,359		$	49,848		$	47,506			(1.0	)%		3.9	%
Home equity loans
Average balance	$	9,787		$	9,807		$	9,173
Weighted-average loan-to-value ratio (at date of origination)		70	%		70	%		70	%
Percent first lien positions		55			55			53
Other data
Branches		1,084			1,088			1,059
Automated teller machines		1,482			1,611			1,572

Key Community Bank Summary of Operations

• Seven consecutive quarters of average loan growth

• Core deposits up $4.4 billion, or 11.7% from the prior year

Key Community Bank recorded net income attributable to Key of $31 million for the first quarter of 2013, compared to $58 million for the year-ago quarter.

Taxable-equivalent net interest income increased by $4 million, or 1.1% from the first quarter of 2012. Average loans and leases grew 11.6% while average deposits increased 3.9% from one year ago. The Western New York branch and credit card portfolio acquisitions contributed $31 million to net interest income, $1 billion to average loans and leases, and $2 billion to deposits. The positive contribution to net interest income from the acquisitions was partially offset by a lower earnings credit applied to deposits in the current period compared to the same period one year ago as a result of the continued low-rate environment.

Noninterest income increased by $13 million, or 7.4% from the year-ago quarter. Cards and payments income increased $8 million as a result of the third quarter 2012 credit card portfolio acquisition. Trust and investment services income increased $5 million, primarily due to an increase in assets under management resulting from strong market performance and increased production.

The provision for loan and lease losses increased by $55 million compared to the first quarter of 2012. Net loan charge-offs, including the 2012 credit card acquisition, of $47 million were flat compared to the same period one year ago.

Noninterest expense increased by $4 million, or .9% from the year-ago quarter. Expense reductions resulting from Key’s efficiency initiative substantially offset the increase in expenses associated with Key’s third quarter 2012 Western New York branch and credit card portfolio acquisitions.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 9

Key Corporate Bank

dollars in millions							Change 1Q13 vs.
	1Q13		4Q12		1Q12		4Q12			1Q12
Summary of operations
Net interest income (TE)	$	187	$	195	$	196		(4.1	)%		(4.6	)%
Noninterest income		192		208		182		(7.7	)		5.5
Total revenue (TE)		379		403		378		(6.0	)		.3
Provision (credit) for loan and lease losses		4		11		13		(63.6	)		(69.2	)
Noninterest expense		209		207		222		1.0			(5.9	)
Income (loss) before income taxes (TE)		166		185		143		(10.3	)		16.1
Allocated income taxes and TE adjustments		61		69		52		(11.6	)		17.3
Net income (loss) attributable to Key	$	105	$	116	$	91		(9.5	)%		15.4	%
Average balances
Loans and leases	$	20,039	$	19,477	$	18,584		2.9	%		7.8	%
Loans held for sale		409		538		509		(24.0	)		(19.6	)
Total assets		23,860		23,446		22,847		1.8			4.4
Deposits		13,957		13,672		11,556		2.1			20.8
Assets under management at period end	$	11,847	$	12,410	$	13,922		(4.5	)%		(14.9	)%

TE = Taxable Equivalent, N/M = Not Meaningful

Additional Key Corporate Bank Data

dollars in millions							Change 1Q13 vs.
	1Q13		4Q12		1Q12		4Q12			1Q12
Noninterest income
Trust and investment services income	$	31	$	30	$	36		3.3	%		(13.9	)%
Investment banking and debt placement fees		78		109		59		(28.4	)		32.2
Operating lease income and other leasing gains		17		18		24		(5.6	)		(29.2	)
Corporate services income		30		31		33		(3.2	)		(9.1	)
Other noninterest income		36		20		30		80.0			20.0
Total noninterest income	$	192	$	208	$	182		(7.7	)%		5.5	%

N/M = Not Meaningful

Key Corporate Bank Summary of Operations

• Investment banking and debt placement fees were up $19 million, or 32.2% from the prior year

• Average loan balances up 7.8% from the prior year

• Average deposits up 20.8% from the prior year

Key Corporate Bank recorded net income attributable to Key of $105 million for the first quarter of 2013, compared to $91 million for the same period one year ago.

Taxable-equivalent net interest income decreased by $9 million, or 4.6% compared to the first quarter of 2012. Average earning assets increased $1.2 billion, or 5.7% from the year-ago quarter. The benefit from the increase in average earning assets was offset by a decrease in earning asset spread driven by a change in the mix of new business volume and the run-off of higher yielding loans. Average deposit balances increased $2.4 billion, or 20.8% from the year-ago quarter; however, the deposit spread decreased as a result of the continued low-rate environment.

Noninterest income increased by $10 million, or 5.5% from the first quarter of 2012. Investment banking and debt placement fees increased $19 million, partially offset by a $7 million decrease in operating lease income and other leasing gains compared to the year-ago quarter.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 10

The provision for loan and lease losses decreased by $9 million compared to the first quarter of 2012. There was a net loan recovery of $1 million for the first quarter of 2013 compared to net loan charge-offs of $25 million for the same period one year ago.

Noninterest expense decreased by $13 million, or 5.9% from the first quarter of 2012. This decline was driven by a reduction in other operating expenses compared to the first quarter of 2012.

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 $68 million for the first quarter of 2013, compared to net income attributable to Key of $50 million for the same period last year. These results were primarily attributable to an increase in net interest income of $36 million and a decrease in the provision for loan and lease losses of $32 million. These improvements were partially offset by a decline in noninterest income of $48 million primarily due to decreases in operating lease income and other leasing gains of $22 million and net gains (losses) from principal investing of $27 million.

*****

KeyCorp was organized more than 160 years ago and is headquartered in Cleveland, Ohio. One of the nation’s largest bank-based financial services companies, Key had assets of approximately $89.2 billion at March 31, 2013.

Key provides deposit, lending, cash management and investment services to individuals and small and mid-sized businesses in 14 states under the name KeyBank National Association. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank is Member FDIC.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 11

CONTACTS:
ANALYSTS	MEDIA
Vernon L. Patterson	Jack Sparks
216.689.0520	720.904.4554
Vernon_Patterson@KeyBank.com	Jack_Sparks@KeyBank.com
	Twitter: @keybank_news
Kelly L. Dillon
216.689.3133
Kelly_L_Dillon@KeyBank.com
INVESTOR	KEY MEDIA
RELATIONS: www.key.com/ir	NEWSROOM: www.key.com/newsroom

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Key’s financial condition, results of operations, and profitability. Forward-looking statements can be identified by words such as “expect,” “believe,” and “anticipate,” and other similar references to future periods. Forward-looking statements are not historical facts but instead represent management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Key’s control. Key’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Factors that could cause Key’s actual results to differ materially from those described in the forward-looking statements can be found in KeyCorp’s Form 10-K for the year ended December 31, 2012, which has been filed with the Securities and Exchange Commission and is available on Key’s website (www.key.com/ir) and on the Securities and Exchange Commission’s website (www.sec.gov). These factors may include, among others: continued strain on the global financial markets as a result of economic slowdowns and concerns; current regulatory initiatives in the U.S., including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, subjecting us to a variety of new and more stringent legal and regulatory requirements and increased scrutiny from our regulators; adverse behaviors in securities, public debt, and capital markets, including changes in market liquidity and volatility; and our ability to timely and effectively implement our strategic initiatives. Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date. Key does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Notes to Editors:

A live Internet broadcast of KeyCorp’s conference call to discuss quarterly results and currently anticipated earnings trends and to answer analysts’ questions can be accessed through the Investor Relations section at https://www.key.com/ir at 9:00 a.m. ET, on Thursday, April 18, 2013. An audio replay of the call will be available through April 25, 2013.

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

*****

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 12

KeyCorp

First Quarter 2013

Financial Supplement

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

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 13

Financial Highlights

(dollars in millions, except per share amounts)

	Three months ended
	3-31-13			12-31-12			3-31-12
Summary of operations
Net interest income (TE)	$	589		$	607		$	559
Noninterest income		425			439			442
Total revenue (TE)		1,014			1,046			1,001
Provision (credit) for loan and lease losses		55			57			42
Noninterest expense		681			734			679
Income (loss) from continuing operations attributable to Key		201			196			201
Income (loss) from discontinued operations, net of taxes (a)		3			7			(1	)
Net income (loss) attributable to Key		204			203			200
Income (loss) from continuing operations attributable to Key common shareholders	$	196		$	190		$	195
Income (loss) from discontinued operations, net of taxes (a)		3			7			(1	)
Net income (loss) attributable to Key common shareholders		199			197			194
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.21		$	.21		$	.21
Income (loss) from discontinued operations, net of taxes (a)		—			.01			—
Net income (loss) attributable to Key common shareholders (b)		.22			.21			.20
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution		.21			.20			.20
Income (loss) from discontinued operations, net of taxes — assuming dilution (a)		—			.01			—
Net income (loss) attributable to Key common shareholders — assuming dilution (b)		.21			.21			.20
Cash dividends paid		.05			.05			.03
Book value at period end		10.89			10.78			10.26
Tangible book value at period end		9.78			9.67			9.28
Market price at period end		9.96			8.42			8.50
Performance ratios
From continuing operations:
Return on average total assets		.99	%		.96	%		1.01	%
Return on average common equity		7.96			7.58			8.08
Return on average tangible common equity (c)		8.87			8.45			8.94
Net interest margin (TE)		3.24			3.37			3.16
Cash efficiency ratio (c)		65.98			69.02			67.73
From consolidated operations:
Return on average total assets		.94	%		.93	%		.93	%
Return on average common equity		8.08			7.86			8.04
Return on average tangible common equity (c)		9.01			8.77			8.90
Net interest margin (TE)		3.16			3.29			3.08
Loan to deposit (d)		86.95			85.77			86.97
Capital ratios at period end
Key shareholders’ equity to assets		11.59	%		11.51	%		11.55	%
Tangible Key shareholders’ equity to tangible assets		10.57			11.18			11.22
Tangible common equity to tangible assets (c)		10.24			10.15			10.26
Tier 1 common equity (c), (e)		11.39			11.36			11.55
Tier 1 risk-based capital (e)		12.18			12.15			13.29
Total risk-based capital (e)		15.01			15.13			16.68
Leverage (e)		11.31			11.41			12.12

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 14

Financial Highlights (continued)

(dollars in millions)

	Three months ended
	3-31-13			12-31-12			3-31-12
Asset quality — from continuing operations
Net loan charge-offs	$	49		$	58		$	101
Net loan charge-offs to average total loans		.38	%		.44	%		.82	%
Allowance for loan and lease losses to annualized net loan charge-offs		449.37			384.85			232.39
Allowance for loan and lease losses	$	893		$	888		$	944
Allowance for credit losses		925			917			989
Allowance for loan and lease losses to period-end loans		1.70	%		1.68	%		1.92	%
Allowance for credit losses to period-end loans		1.76			1.74			2.01
Allowance for loan and lease losses to nonperforming loans		137.38			131.75			141.74
Allowance for credit losses to nonperforming loans		142.31			136.05			148.50
Nonperforming loans at period end (f)	$	650		$	674		$	666
Nonperforming assets at period end		705			735			767
Nonperforming loans to period-end portfolio loans		1.24	%		1.28	%		1.35	%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets		1.34			1.39			1.55
Trust and brokerage assets — from continuing operations
Assets under management	$	35,714		$	34,744		$	35,862
Nonmanaged and brokerage assets		26,272			25,197			33,021
Other data
Average full-time equivalent employees		15,396			15,589			15,404
Branches		1,084			1,088			1,059
Taxable-equivalent adjustment	$	6		$	6		$	6

(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 announced that it has agreed 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,” “Tier 1 common equity,” and “cash efficiency.” The table reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

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

(e) 3-31-13 ratio is estimated.

(f) March 31, 2013 and December 31, 2012 amounts exclude $22 million and $23 million, respectively, of purchased credit impaired loans acquired in July 2012.

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

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 15

GAAP to Non-GAAP Reconciliations

(dollars in millions)

The table below presents certain non-GAAP financial measures related to “tangible common equity,” “return on tangible common equity,” “Tier 1 common equity,” “pre-provision net revenue,” and “cash efficiency ratio.”

The tangible common equity ratio and the return on tangible common equity ratio have been a focus for some investors, and management believes these ratios may assist investors in analyzing Key’s capital position without regard to the effects of intangible assets and preferred stock. Traditionally, the banking regulators have assessed bank and bank holding company capital adequacy based on both the amount and the composition of capital, the calculation of which is prescribed in federal banking regulations. Since the commencement of the Comprehensive Capital Analysis and Review process in early 2009, the Federal Reserve has focused its assessment of capital adequacy on a component of Tier 1 risk-based capital known as Tier 1 common equity, a non-GAAP financial measure. Because the Federal Reserve has long indicated that voting common shareholders’ equity (essentially Tier 1 risk-based capital less preferred stock, qualifying capital securities and noncontrolling interests in subsidiaries) generally should be the dominant element in Tier 1 risk-based capital, this focus on Tier 1 common equity is consistent with existing capital adequacy categories.

Tier 1 common equity is neither formally defined by GAAP nor prescribed in amount by federal banking regulations; this measure 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 Tier 1 common equity, 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 loan and lease losses makes it easier to analyze the results by presenting them on a more comparable basis.

Cash efficiency ratio is a ratio of two non-GAAP performance measures. As such, there is no directly comparable GAAP performance measure. The cash efficiency ratio performance measure removes the impact of Key’s intangible asset amortization from the calculation. Management believes this ratio provides greater consistency and comparability between Key’s results and those of its peer banks. Additionally, this ratio is used by analysts and investors to assist in the development of their earnings forecasts and peer bank analysis.

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

	Three months ended
	3-31-13			12-31-12			3-31-12
Tangible common equity to tangible assets at period end
Key shareholders’ equity (GAAP)	$	10,340		$	10,271		$	10,099
Less: Intangible assets (a)		1,024			1,027			932
Preferred Stock, Series A		291			291			291
Tangible common equity (non-GAAP)	$	9,025		$	8,953		$	8,876
Total assets (GAAP)	$	89,198		$	89,236		$	87,431
Less: Intangible assets (a)		1,024			1,027			932
Tangible assets (non-GAAP)	$	88,174		$	88,209		$	86,499
Tangible common equity to tangible assets ratio (non-GAAP)		10.24	%		10.15	%		10.26	%
Tier 1 common equity at period end
Key shareholders’ equity (GAAP)	$	10,340		$	10,271		$	10,099
Qualifying capital securities		339			339			1,046
Less: Goodwill		979			979			917
Accumulated other comprehensive income (loss) (b)		(204	)		(172	)		(70	)
Other assets (c)		108			114			69
Total Tier 1 capital (regulatory)		9,796			9,689			10,229
Less: Qualifying capital securities		339			339			1,046
Preferred Stock, Series A		291			291			291
Total Tier 1 common equity (non-GAAP)	$	9,166		$	9,059		$	8,892
Net risk-weighted assets (regulatory) (c), (d)	$	80,446		$	79,734		$	76,956
Tier 1 common equity ratio (non-GAAP) (d)		11.39	%		11.36	%		11.55	%
Pre-provision net revenue
Net interest income (GAAP)	$	583		$	601		$	553
Plus: Taxable-equivalent adjustment		6			6			6
Noninterest income		425			439			442
Less: Noninterest expense		681			734			679
Pre-provision net revenue from continuing operations (non-GAAP)	$	333		$	312		$	322

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 16

GAAP to Non-GAAP Reconciliations (continued)

(dollars in millions)

	Three months ended
	3-31-13			12-31-12			3-31-12
Average tangible common equity
Average Key shareholders’ equity (GAAP)	$	10,279		$	10,261		$	9,992
Less: Intangible assets (average) (a)		1,027			1,030			932
Preferred Stock, Series A (average)		291			291			291
Average tangible common equity (non-GAAP)	$	8,961		$	8,940		$	8,769
Return on average tangible common equity from continuing operations
Net income (loss) from continuing operations attributable to Key common shareholders (GAAP)	$	196		$	190		$	195
Average tangible common equity (non-GAAP)		8,961			8,940			8,769
Return on average tangible common equity from continuing operations (non-GAAP)		8.87	%		8.45	%		8.94	%
Return on average tangible common equity consolidated
Net income (loss) attributable to Key common shareholders (GAAP)	$	199		$	197		$	194
Average tangible common equity (non-GAAP)		8,961			8,940			8,769
Return on average tangible common equity consolidated (non-GAAP)		9.01	%		8.77	%		8.90	%
Cash efficiency ratio
Noninterest expense (GAAP)	$	681		$	734		$	679
Less: Intangible asset amortization on credit cards		8			8			—
Other intangible asset amortization		4			4			1
Adjusted noninterest expense (non-GAAP)	$	669		$	722		$	678
Net interest income (GAAP)	$	583		$	601		$	553
Plus: Taxable-equivalent adjustment		6			6			6
Noninterest income (GAAP)		425			439			442
Total taxable-equivalent revenue (non-GAAP)	$	1,014		$	1,046		$	1,001
Cash efficiency ratio (non-GAAP)		65.98	%		69.02	%		67.73	%

	Three months ended
	3-31-13			12-31-12
Tier 1 common equity under Basel III (estimates)
Tier 1 common equity under current regulatory rules	$	9,166		$	9,059
Adjustments from current regulatory rules to Basel III:
Cumulative other comprehensive income (e)		(219	)		(197	)
Deferred tax assets and other (f)		(94	)		(80	)
Tier 1 common equity anticipated under Basel III	$	8,853		$	8,782
Net risk-weighted assets under current regulatory rules	$	80,446		$	79,734
Adjustments from current regulatory rules to Basel III:
Loan commitments less than one year		813			951
Residential mortgage and home equity loans		3,144			1,855
Other		1,695			2,080
Total risk-weighted assets under Basel III (g)	$	86,098		$	84,620
Tier 1 common equity ratio under Basel III		10.28	%		10.38	%

(a) Three months ended March 31, 2013 and December 31, 2012 exclude $114 million and $123 million, respectively, of period end purchased credit card receivable intangible assets. Three months ended March 31, 2013 and December 31, 2012 exclude $118 million and $126 million, respectively, of average ending purchased credit card receivable intangible assets.

(b) Includes net unrealized gains or losses on securities available for sale (except for net unrealized losses on marketable equity securities), net gains or losses on cash flow hedges, and amounts resulting from the application of the applicable accounting guidance for defined benefit and other postretirement plans.

(c) Other assets deducted from Tier 1 capital and net risk-weighted assets consist of disallowed intangible assets (excluding goodwill) and deductible portions of nonfinancial equity investments. There were no disallowed deferred tax assets at March 31, 2013, December 31, 2012, and March 31, 2012.

(d) 3-31-13 amount is estimated.

(e) Includes AFS mark-to-market, cash flow hedges on items recognized at fair value on the balance sheet, and defined benefit pension liability.

(f) Deferred tax asset subject to future taxable income for realization, primarily tax credit carryforwards, and the deductible portion of mortgage servicing assets.

(g) The amount of regulatory capital and risk-weighted assets estimated under Basel III (as fully phased-in on January 1, 2019) is based upon the federal banking agencies’ notice of proposed rulemaking, which implement Basel III and the Standardized Approach.

GAAP = U.S. generally accepted accounting principles

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 17

Consolidated Balance Sheets

(dollars in millions)

	3-31-13			12-31-12			3-31-12
Assets
Loans	$	52,574		$	52,822		$	49,226
Loans held for sale		434			599			511
Securities available for sale		13,496			12,094			14,633
Held-to-maturity securities		3,721			3,931			3,019
Trading account assets		701			605			614
Short-term investments		3,081			3,940			3,605
Other investments		1,059			1,064			1,188
Total earning assets		75,066			75,055			72,796
Allowance for loan and lease losses		(893	)		(888	)		(944	)
Cash and due from banks		621			584			415
Premises and equipment		930			965			937
Operating lease assets		309			288			335
Goodwill		979			979			917
Other intangible assets		159			171			15
Corporate-owned life insurance		3,352			3,333			3,270
Derivative assets		609			693			830
Accrued income and other assets		2,884			2,774			3,070
Discontinued assets		5,182			5,282			5,790
Total assets	$	89,198		$	89,236		$	87,431
Liabilities
Deposits in domestic offices:
NOW and money market deposit accounts	$	32,700		$	32,380		$	29,124
Savings deposits		2,546			2,433			2,075
Certificates of deposit ($100,000 or more)		2,998			2,879			3,984
Other time deposits		4,324			4,575			5,848
Total interest-bearing deposits		42,568			42,267			41,031
Noninterest-bearing deposits		21,564			23,319			19,606
Deposits in foreign office — interest-bearing		522			407			857
Total deposits		64,654			65,993			61,494
Federal funds purchased and securities sold under repurchase agreements		1,950			1,609			1,846
Bank notes and other short-term borrowings		378			287			324
Derivative liabilities		524			584			754
Accrued expense and other liabilities		1,352			1,387			1,424
Long-term debt		7,785			6,847			8,898
Discontinued liabilities		2,176			2,220			2,575
Total liabilities		78,819			78,927			77,315
Equity
Preferred stock, Series A		291			291			291
Common shares		1,017			1,017			1,017
Capital surplus		4,059			4,126			4,116
Retained earnings		7,065			6,913			6,411
Treasury stock, at cost		(1,930	)		(1,952	)		(1,717	)
Accumulated other comprehensive income (loss)		(162	)		(124	)		(19	)
Key shareholders’ equity		10,340			10,271			10,099
Noncontrolling interests		39			38			17
Total equity		10,379			10,309			10,116
Total liabilities and equity	$	89,198		$	89,236		$	87,431
Common shares outstanding (000)		922,581			925,769			956,102

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 18

Consolidated Statements of Income

(dollars in millions, except per share amounts)

	Three months ended
	3-31-13		12-31-12			3-31-12
Interest income
Loans	$	548	$	563		$	536
Loans held for sale		4		5			5
Securities available for sale		80		85			116
Held-to-maturity securities		18		19			12
Trading account assets		6		3			6
Short-term investments		2		2			1
Other investments		9		11			8
Total interest income		667		688			684
Interest expense
Deposits		45		49			77
Federal funds purchased and securities sold under repurchase agreements		1		1			1
Bank notes and other short-term borrowings		1		2			2
Long-term debt		37		35			51
Total interest expense		84		87			131
Net interest income		583		601			553
Provision (credit) for loan and lease losses		55		57			42
Net interest income (expense) after provision for loan and lease losses		528		544			511
Noninterest income (a)
Trust and investment services income		95		95			96
Investment banking and debt placement fees		79		110			61
Service charges on deposit accounts		69		75			68
Operating lease income and other leasing gains		23		19			52
Corporate services income		45		41			44
Cards and payments income		37		38			29
Corporate-owned life insurance income		30		36			30
Consumer mortgage income		7		11			9
Net gains (losses) from principal investing		8		2			35
Other income (b)		32		12			18
Total noninterest income		425		439			442
Noninterest expense
Personnel		391		422			372
Net occupancy		64		69			64
Computer processing		39		38			41
Business services and professional fees		35		54			37
Equipment		26		27			26
Operating lease expense		12		12			17
Marketing		6		20			13
FDIC assessment		8		8			8
Intangible asset amortization on credit cards		8		8			—
Other intangible asset amortization		4		4			1
Provision (credit) for losses on lending-related commitments		3		(14	)		—
OREO expense, net		3		1			6
Other expense		82		85			94
Total noninterest expense		681		734			679
Income (loss) from continuing operations before income taxes		272		249			274
Income taxes		70		53			73
Income (loss) from continuing operations		202		196			201
Income (loss) from discontinued operations, net of taxes		3		7			(1	)
Net income (loss)		205		203			200
Less: Net income (loss) attributable to noncontrolling interests		1		—			—
Net income (loss) attributable to Key	$	204	$	203		$	200
Income (loss) from continuing operations attributable to Key common shareholders	$	196	$	190		$	195
Net income (loss) attributable to Key common shareholders		199		197			194
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.21	$	.21		$	.21
Income (loss) from discontinued operations, net of taxes		—		.01			—
Net income (loss) attributable to Key common shareholders (c)		.22		.21			.20
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders	$	.21	$	.20		$	.20
Income (loss) from discontinued operations, net of taxes		—		.01			—
Net income (loss) attributable to Key common shareholders (c)		.21		.21			.20
Cash dividends declared per common share	$	.05	$	.05		$	.03
Weighted-average common shares outstanding (000)		920,316		925,725			949,342
Weighted-average common shares and potential common shares outstanding (000) (d)		926,051		930,382			953,971

(a) The noninterest income line items have been changed for the current quarter and all prior quarters to reflect Key’s current business mix.

(b) For the three months ended March 31, 2013, December 31, 2012, and March 31, 2012, Key did not have any impairment losses related to securities.

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

(d) Assumes conversion of stock options and/or Preferred Series A shares, as applicable.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 19

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

(dollars in millions)

	First Quarter 2013								Fourth Quarter 2012								First Quarter 2012
	Average								Average								Average
	Balance			Interest (a)		Yield/Rate  (a)			Balance			Interest (a)		Yield/Rate  (a)			Balance			Interest (a)		Yield/Rate  (a)
Assets
Loans: (b), (c)
Commercial, financial and agricultural	$	23,317	(d)	$	218		3.78	%	$	22,436	(d)	$	213		3.77	%	$	20,031		$	198		3.99	%
Real estate — commercial mortgage		7,616			79		4.24			7,555			82		4.35			7,993			89		4.48
Real estate — construction		1,034			11		4.27			1,070			14		4.94			1,284			16		4.86
Commercial lease financing		4,843			47		3.92			4,869			49		4.01			5,453			54		3.94
Total commercial loans		36,810			355		3.92			35,930			358		3.96			34,761			357		4.12
Real estate — residential mortgage		2,173			25		4.58			2,164			26		4.70			1,950			25		5.04
Home equity:
Key Community Bank		9,787			96		3.97			9,807			98		3.99			9,173			93		4.08
Other		413			8		7.70			411			9		8.23			521			10		7.68
Total home equity loans		10,200			104		4.12			10,218			107		4.16			9,694			103		4.27
Consumer other — Key Community Bank		1,343			25		7.58			1,339			32		9.63			1,193			28		9.61
Credit cards		704			22		12.61			714			23		13.15			—			—		—
Consumer other:
Marine		1,311			20		6.29			1,403			22		6.16			1,714			27		6.28
Other		85			2		7.98			91			1		8.25			118			2		7.79
Total consumer other		1,396			22		6.39			1,494			23		6.29			1,832			29		6.38
Total consumer loans		15,816			198		5.00			15,929			211		5.30			14,669			185		5.07
Total loans		52,626			553		4.26			51,859			569		4.37			49,430			542		4.41
Loans held for sale		469			4		3.27			618			5		3.47			581			5		3.62
Securities available for sale (b), (e)		12,065			81		2.74			11,980			84		2.95			15,259			116		3.15
Held-to-maturity securities (b)		3,816			18		1.94			4,036			19		1.94			2,251			12		2.08
Trading account assets		710			6		3.44			606			3		1.91			808			6		2.72
Short-term investments		2,999			2		.22			2,090			2		.27			1,898			1		.29
Other investments (e)		1,059			9		3.59			1,088			12		4.05			1,169			8		2.78
Total earning assets		73,744			673		3.67			72,277			694		3.85			71,396			690		3.91
Allowance for loan and lease losses		(896	)							(898	)							(968	)
Accrued income and other assets		9,867								9,878								9,996
Discontinued assets		5,216								5,350								5,799
Total assets	$	87,931							$	86,607							$	86,223
Liabilities
NOW and money market deposit accounts	$	31,946			14		.18		$	31,058			14		.18		$	28,328			15		.21
Savings deposits		2,473			1		.05			2,408			—		.06			1,997			—		.06
Certificates of deposit ($100,000 or more) (f)		2,911			14		1.99			2,992			16		2.15			4,036			29		2.91
Other time deposits		4,451			16		1.42			4,714			18		1.52			6,035			33		2.19
Deposits in foreign office		454			—		.25			874			1		.21			769			—		.25
Total interest-bearing deposits		42,235			45		.43			42,046			49		.47			41,165			77		.76
Federal funds purchased and securities sold under repurchase agreements		1,913			1		.15			1,702			1		.16			1,850			1		.21
Bank notes and other short-term borrowings		387			1		1.75			306			2		1.97			490			2		1.53
Long-term debt (f), (g)		4,671			37		3.51			3,301			35		4.84			6,161			51		3.61
Total interest-bearing liabilities		49,206			84		.70			47,355			87		.73			49,666			131		1.07
Noninterest-bearing deposits		21,400								21,889								18,466
Accrued expense and other liabilities		1,799								1,747								2,289
Discontinued liabilities (g)		5,213								5,321								5,793
Total liabilities		77,618								76,312								76,214
Equity
Key shareholders’ equity		10,279								10,261								9,992
Noncontrolling interests		34								34								17
Total equity		10,313								10,295								10,009
Total liabilities and equity	$	87,931							$	86,607							$	86,223
Interest rate spread (TE)							2.97	%							3.12	%							2.84	%
Net interest income (TE) and net interest margin (TE)					589		3.24	%					607		3.37	%					559		3.16	%
TE adjustment (b)					6								6								6
Net interest income, GAAP basis				$	583							$	601							$	553

(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 balance for the three months ended March 31, 2013 and December 31, 2012 includes $91 million and $90 million, respectively, of assets from commercial credit cards.

(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 our matched funds transfer pricing methodology to discontinued operations.

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

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 20

Noninterest Expense

(dollars in millions)

	Three months ended
	3-31-13		12-31-12			3-31-12
Personnel (a)	$	391	$	422		$	372
Net occupancy		64		69			64
Computer processing		39		38			41
Business services and professional fees		35		54			37
Equipment		26		27			26
Operating lease expense		12		12			17
Marketing		6		20			13
FDIC assessment		8		8			8
Intangible asset amortization on credit cards		8		8			—
Other intangible asset amortization		4		4			1
Provision (credit) for losses on lending-related commitments		3		(14	)		—
OREO expense, net		3		1			6
Other expense		82		85			94
Total noninterest expense	$	681	$	734		$	679
Average full-time equivalent employees (b)		15,396		15,589			15,404

(a) Additional detail provided in table below.

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

Personnel Expense

(in millions)

	Three months ended
	3-31-13		12-31-12		3-31-12
Salaries	$	222	$	228	$	219
Technology contract labor, net		18		25		12
Incentive compensation		73		82		60
Employee benefits		59		65		64
Stock-based compensation		10		12		13
Severance		9		10		4
Total personnel expense	$	391	$	422	$	372

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 21

Loan Composition

(dollars in millions)

							Percent change 3-31-13 vs.
	3-31-13		12-31-12		3-31-12		12-31-12			3-31-12
Commercial, financial and agricultural (a)	$	23,412	$	23,242	$	20,217		.7	%		15.8	%
Commercial real estate:
Commercial mortgage		7,544		7,720		7,807		(2.3	)		(3.4	)
Construction		1,057		1,003		1,273		5.4			(17.0	)
Total commercial real estate loans		8,601		8,723		9,080		(1.4	)		(5.3	)
Commercial lease financing		4,796		4,915		5,325		(2.4	)		(9.9	)
Total commercial loans		36,809		36,880		34,622		(.2	)		6.3
Residential — prime loans:
Real estate — residential mortgage		2,176		2,174		1,967		.1			10.6
Home equity:
Key Community Bank		9,809		9,816		9,153		(.1	)		7.2
Other		401		423		507		(5.2	)		(20.9	)
Total home equity loans		10,210		10,239		9,660		(.3	)		5.7
Total residential — prime loans		12,386		12,413		11,627		(.2	)		6.5
Consumer other — Key Community Bank		1,353		1,349		1,212		.3			11.6
Credit cards		693		729		—		(4.9	)		N/M
Consumer other:
Marine		1,254		1,358		1,654		(7.7	)		(24.2	)
Other		79		93		111		(15.1	)		(28.8	)
Total consumer — indirect loans		1,333		1,451		1,765		(8.1	)		(24.5	)
Total consumer loans		15,765		15,942		14,604		(1.1	)		7.9
Total loans (b), (c)	$	52,574	$	52,822	$	49,226		(.5	)%		6.8	%

Loans Held for Sale Composition

(dollars in millions)

							Percent change 3-31-13 vs.
	3-31-13		12-31-12		3-31-12		12-31-12			3-31-12
Commercial, financial and agricultural	$	180	$	29	$	28		520.7	%		542.9	%
Real estate — commercial mortgage		196		477		362		(58.9	)		(45.9	)
Real estate — construction		—		—		15		N/M			N/M
Commercial lease financing		9		8		30		12.5			(70.0	)
Real estate — residential mortgage		49		85		76		(42.4	)		(35.5	)
Total loans held for sale	$	434	$	599	$	511		(27.5	)%		(15.1	)%

Summary of Changes in Loans Held for Sale

(dollars in millions)

	1Q13			4Q12			3Q12			2Q12			1Q12
Balance at beginning of period	$	599		$	628		$	656		$	511		$	728
New originations		1,075			1,686			1,280			1,308			935
Transfers from held to maturity, net		19			38			13			7			19
Loan sales		(1,257	)		(1,747	)		(1,311	)		(1,165	)		(1,168	)
Loan draws (payments), net		—			(4	)		(9	)		(4	)		(3	)
Transfers to OREO / valuation adjustments		(2	)		(2	)		(1	)		(1	)		—
Balance at end of period	$	434		$	599		$	628		$	656		$	511

(a) March 31, 2013 and December 31, 2012 loan balances include $93 million and $90 million of commercial credit card balances, respectively.

(b) Excluded at March 31, 2013, December 31, 2012, and March 31, 2011 are loans in the amount of $5.1 billion, $5.2 billion, and $5.7 billion, respectively, related to the discontinued operations of the education lending business.

(c) March 31, 2013 includes purchased loans of $204 million of which $22 million were purchased credit impaired. December 31, 2012 includes purchased loans of $217 million of which $23 million were purchased credit impaired.

N/M = Not Meaningful

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 22

Exit Loan Portfolio From Continuing Operations

(dollars in millions)

	Balance				Change			Net Loan					Balance on
	Outstanding				3-31-13 vs.			Charge-offs					Nonperforming Status
	3-31-13		12-31-12		12-31-12			1Q13(c)			4Q12		3-31-13		12-31-12
Residential properties — homebuilder	$	29	$	29		—			—		$	1	$	10	$	10
Marine and RV floor plan		29		33	$	(4	)	$	(3	)		—		6		10
Commercial lease financing (a)		966		997		(31	)		(5	)		—		6		6
Total commercial loans		1,024		1,059		(35	)		(8	)		1		22		26
Home equity — Other		401		423		(22	)		4			11		18		21
Marine		1,254		1,358		(104	)		3			14		26		34
RV and other consumer		79		93		(14	)		—			1		—		2
Total consumer loans		1,734		1,874		(140	)		7			26		44		57
Total exit loans in loan portfolio	$	2,758	$	2,933	$	(175	)	$	(1	)	$	27	$	66	$	83
Discontinued operations — education lending business (not included in exit loans above) (b)	$	5,086	$	5,201	$	(115	)	$	12		$	15	$	15	$	20

(a) Includes (1) the business aviation, commercial vehicle, office products, construction and industrial leases; (2) Canadian lease financing portfolios; and (3) all remaining balances related to lease in, lease out; sale in, lease out; service contract leases; and qualified technological equipment leases.

(b) Includes loans in Key’s consolidated education loan securitization trusts.

(c) Credit amounts indicate recoveries exceeded charge-offs.

Asset Quality Statistics From Continuing Operations

(dollars in millions)

	1Q13			4Q12			3Q12			2Q12			1Q12
Net loan charge-offs	$	49		$	58		$	109		$	77		$	101
Net loan charge-offs to average total loans		.38	%		.44	%		.86	%		.63	%		.82	%
Allowance for loan and lease losses to annualized net loan charge-offs		449.37			384.85			204.78			286.74			232.39
Allowance for loan and lease losses	$	893		$	888		$	888		$	888		$	944
Allowance for credit losses (a)		925			917			931			939			989
Allowance for loan and lease losses to period-end loans		1.70	%		1.68	%		1.73	%		1.79	%		1.92	%
Allowance for credit losses to period-end loans		1.76			1.74			1.81			1.89			2.01
Allowance for loan and lease losses to nonperforming loans		137.38			131.75			135.99			135.16			141.74
Allowance for credit losses to nonperforming loans		142.31			136.05			142.57			142.92			148.50
Nonperforming loans at period end (b)	$	650		$	674		$	653		$	657		$	666
Nonperforming assets at period end		705			735			718			751			767
Nonperforming loans to period-end portfolio loans		1.24	%		1.28	%		1.27	%		1.32	%		1.35	%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets		1.34			1.39			1.39			1.51			1.55

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

(b) March 31, 2013, December 31, 2012, and September 30, 2012 amounts exclude $22 million, $23 million, and $25 million, respectively, of purchased credit impaired loans acquired in July 2012.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 23

Summary of Loan and Lease Loss Experience From Continuing Operations

(dollars in millions)

	Three months ended
	3-31-13			12-31-12			3-31-12
Average loans outstanding	$	52,626		$	51,859		$	49,430
Allowance for loan and lease losses at beginning of period	$	888		$	888		$	1,004
Loans charged off:
Commercial, financial and agricultural		14			15			26
Real estate — commercial mortgage		13			33			23
Real estate — construction		1			5			11
Total commercial real estate loans		14			38			34
Commercial lease financing		6			7			4
Total commercial loans		34			60			64
Real estate — residential mortgage (a)		6			8			6
Home equity:
Key Community Bank (a)		18			(14	)		25
Other (a)		6			12			8
Total home equity loans		24			(2	)		33
Consumer other — Key Community Bank		9			9			10
Credit cards		8			9			—
Consumer other:
Marine (a)		8			18			17
Other (a)		1			2			2
Total consumer other		9			20			19
Total consumer loans		56			44			68
Total loans charged off		90			104			132
Recoveries:
Commercial, financial and agricultural		12			23			11
Real estate — commercial mortgage		5			5			2
Real estate — construction		8			2			1
Total commercial real estate loans		13			7			3
Commercial lease financing		4			4			4
Total commercial loans		29			34			18
Real estate — residential mortgage		—			1			1
Home equity:
Key Community Bank		2			4			2
Other		2			1			1
Total home equity loans		4			5			3
Consumer other — Key Community Bank		2			1			1
Consumer other:
Marine		5			4			7
Other		1			1			1
Total consumer other		6			5			8
Total consumer loans		12			12			13
Total recoveries		41			46			31
Net loan charge-offs		(49	)		(58	)		(101	)
Provision (credit) for loan and lease losses		55			57			42
Foreign currency translation adjustment		(1	)		1			(1	)
Allowance for loan and lease losses at end of period	$	893		$	888		$	944
Liability for credit losses on lending-related commitments at beginning of period	$	29		$	43		$	45
Provision (credit) for losses on lending-related commitments		3			(14	)		—
Liability for credit losses on lending-related commitments at end of period (b)	$	32		$	29		$	45
Total allowance for credit losses at end of period	$	925		$	917		$	989
Net loan charge-offs to average total loans		.38	%		.44	%		.82	%
Allowance for loan and lease losses to annualized net loan charge-offs		449.37			384.85			232.39
Allowance for loan and lease losses to period-end loans		1.70			1.68			1.92
Allowance for credit losses to period-end loans		1.76			1.74			2.01
Allowance for loan and lease losses to nonperforming loans		137.38			131.75			141.74
Allowance for credit losses to nonperforming loans		142.31			136.05			148.50
Discontinued operations — education lending business:
Loans charged off	$	16		$	19		$	23
Recoveries		4			4			4
Net loan charge-offs	$	(12	)	$	(15	)	$	(19	)

(a) Further review of the loans subject to updated regulatory guidance in the third quarter of 2012 was performed during the fourth quarter of 2012. This review resulted in a partial home equity loan charge-off reversal and reallocation of the updated charge-off amounts to other consumer loan portfolios. Home equity — Key Community Bank charge-offs were $18 million prior to adjustments made from this review. Prior to reallocation, Real estate — residential mortgage, Home equity — Other, Consumer other — Marine, and Consumer other — Other charge-offs were $3 million, $6 million, $11 million, and $1 million, respectively.

(b) Included in “accrued expense and other liabilities” on the balance sheet.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 24

Summary of Nonperforming Assets and Past Due Loans From Continuing Operations

(dollars in millions)

	3-31-13			12-31-12			9-30-12			6-30-12			3-31-12
Commercial, financial and agricultural	$	142		$	99		$	132		$	141		$	168
Real estate — commercial mortgage		114			120			134			172			175
Real estate — construction		27			56			53			68			66
Total commercial real estate loans		141			176			187			240			241
Commercial lease financing		12			16			18			18			22
Total commercial loans		295			291			337			399			431
Real estate — residential mortgage (a)		96			103			83			78			82
Home equity:
Key Community Bank		199			210			171			141			109
Other		18			21			18			17			12
Total home equity loans (a)		217			231			189			158			121
Consumer other — Key Community Bank		3			2			3			2			1
Credit cards		13			11			8			—			—
Consumer other:
Marine		25			34			31			19			30
Other		1			2			2			1			1
Total consumer other		26			36			33			20			31
Total consumer loans		355			383			316			258			235
Total nonperforming loans (b)		650			674			653			657			666
Nonperforming loans held for sale		23			25			19			38			24
OREO		21			22			29			28			61
Other nonperforming assets		11			14			17			28			16
Total nonperforming assets	$	705		$	735		$	718		$	751		$	767
Accruing loans past due 90 days or more	$	83		$	78		$	89		$	131		$	169
Accruing loans past due 30 through 89 days		368			424			354			362			420
Restructured loans — accruing and nonaccruing (c)		294			320			323			274			293
Restructured loans included in nonperforming loans (c)		178			249			217			163			184
Nonperforming assets from discontinued operations — education lending business		15			20			22			18			19
Nonperforming loans to period-end portfolio loans		1.24	%		1.28	%		1.27	%		1.32	%		1.35	%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets		1.34			1.39			1.39			1.51			1.55

(a) All of the increase in Real estate — residential mortgage and $26 million of the increase in Total home equity loans from September 30, 2012 to December 31, 2012 was related to regulatory guidance issued in the second and third quarters of 2012.

(b) March 31, 2013, December 31, 2012, and September 30, 2012 amounts exclude $22 million, $23 million, and $25 million, respectively, of purchased credit impaired loans acquired in July 2012.

(c) 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. The majority of the increase in restructured loans included in nonperforming loans during the second half of 2012 was a result of updated regulatory guidance in the third quarter of 2012.

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 25

Summary of Changes in Nonperforming Loans From Continuing Operations

(in millions)

	1Q13			4Q12			3Q12			2Q12			1Q12
Balance at beginning of period	$	674		$	653		$	657		$	666		$	727
Loans placed on nonaccrual status		278			288			276			350			214
Charge-offs		(91	)		(104	)		(141	)		(131	)		(132	)
Loans sold		(42	)		(44	)		(43	)		(49	)		(27	)
Payments		(83	)		(78	)		(74	)		(110	)		(65	)
Transfers to OREO		(7	)		(7	)		(10	)		(6	)		(15	)
Transfers to nonperforming loans held for sale		—			(8	)		—			(16	)		—
Transfers to other nonperforming assets		—			(1	)		—			(14	)		—
Loans returned to accrual status		(79	)		(25	)		(12	)		(33	)		(36	)
Balance at end of period (a)	$	650		$	674		$	653		$	657		$	666

(a) March 31, 2013, December 31, 2012, and September 30, 2012 amounts exclude $22 million, $23 million, and $25 million, respectively, of purchased credit impaired loans acquired in July 2012.

Summary of Changes in Nonperforming Loans Held For Sale From Continuing Operations

(in millions)

	1Q13			4Q12			3Q12			2Q12			1Q12
Balance at beginning of period	$	25		$	19		$	38		$	24		$	46
Transfers in		—			8			—			16			—
Net advances / (payments)		—			(1	)		(1	)		—			(1	)
Loans sold		—			(1	)		(17	)		(1	)		(1	)
Transfers to OREO		—			—			(1	)		—			—
Valuation adjustments		(2	)		—			—			(1	)		(1	)
Loans returned to accrual status / other		—			—			—			—			(19	)
Balance at end of period	$	23		$	25		$	19		$	38		$	24

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

(in millions)

	1Q13			4Q12			3Q12			2Q12			1Q12
Balance at beginning of period	$	22		$	29		$	28		$	61		$	65
Properties acquired — nonperforming loans		7			7			11			6			15
Valuation adjustments		(3	)		(2	)		(2	)		(7	)		(7	)
Properties sold		(5	)		(12	)		(8	)		(32	)		(12	)
Balance at end of period	$	21		$	22		$	29		$	28		$	61

KeyCorp Reports First Quarter 2013 Profit

April 18, 2013

Page 26

Line of Business Results

(dollars in millions)

																Percent change 1Q13 vs.
	1Q13			4Q12			3Q12			2Q12			1Q12			4Q12			1Q12
Key Community Bank
Summary of operations
Total revenue (TE)	$	549		$	580		$	575		$	537		$	532			(5.3	)%		3.2	%
Provision (credit) for loan and lease losses		59			26			123			(4	)		4			126.9			N/M
Noninterest expense		440			502			478			455			436			(12.4	)		.9
Net income (loss) attributable to Key		31			33			(17	)		54			58			(6.1	)		(46.6	)
Average loans and leases		28,982			28,633			27,771			26,420			25,981			1.2			11.6
Average deposits		49,359			49,848			49,276			47,952			47,506			(1.0	)		3.9
Net loan charge-offs		47			12			91			46			47			291.7			—
Net loan charge-offs to average total loans		.66	%		.17	%		1.30	%		.70	%		.73	%		N/A			N/A
Nonperforming assets at period end	$	495		$	459		$	422		$	401		$	402			7.8			23.1
Return on average allocated equity		4.38	%		4.55	%		(2.39	)%		7.82	%		8.18	%		N/A			N/A
Average full-time equivalent employees		8,830			8,998			9,193			8,742			8,707			(1.9	)		1.4
Key Corporate Bank
Summary of operations
Total revenue (TE)	$	379		$	403		$	369		$	371		$	378			(6.0	)%		.3	%
Provision (credit) for loan and lease losses		4			11			(3	)		4			13			(63.6	)		(69.2	)
Noninterest expense		209			207			200			213			222			1.0			(5.9	)
Net income (loss) attributable to Key		105			116			109			95			91			(9.5	)		15.4
Average loans and leases		20,039			19,477			18,886			18,532			18,584			2.9			7.8
Average loans held for sale		409			538			441			514			509			(24.0	)		(19.6	)
Average deposits		13,957			13,672			12,872			12,408			11,556			2.1			20.8
Net loan charge-offs		(1	)		21			8			9			25			N/M			N/M
Net loan charge-offs to average total loans		(.02	)%		.43	%		.17	%		.20	%		.54	%		N/A			N/A
Nonperforming assets at period end	$	136		$	175		$	197		$	248		$	237			(22.3	)		(42.6	)
Return on average allocated equity		26.35	%		28.26	%		26.06	%		22.00	%		19.89	%		N/A			N/A
Average full-time equivalent employees		1,924			1,912			2,001			2,026			2,020			.6			(4.8	)

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

EX-99.2

KeyCorp

First Quarter 2013 Earnings Review

April 18, 2013

Beth E. Mooney

Chairman and

Chief Executive Officer

Jeffrey B. Weeden

Chief Financial Officer

Exhibit 99.2

2

FORWARD-LOOKING STATEMENTS AND ADDITIONAL

INFORMATION DISCLOSURE

This presentation contains and we may, from time to time, make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995, including statements about Key’s financial condition, results of operations, asset quality trends, capital levels and profitability.  Forward-looking statements

are not historical facts but instead only represent management’s current expectations and forecasts regarding future events, many of which, by their nature, are

inherently uncertain and outside of Key’s control.  Forward-looking statements usually can be identified by the use of words such as “goal,” “objective,”  “plan,”

“expect,” “anticipate,” “intend,” “project,” “believe,” “estimate” or other words of similar meaning. 

Our forward-looking statements are subject to the following principal risks and uncertainties: continued strain on the global financial markets as a result of 

economic slowdowns and concerns; the slow progress of the U.S. economic recovery; changes in trade, monetary and fiscal policies of various governmental 

bodies and central banks in the economies in which we operate; our ability to anticipate interest rate changes correctly and manage interest rate risk presented 

through unanticipated changes in our interest rate risk position and/or short- and long-term interest rates; changes in local, regional and international business, 

economic or political conditions in the regions where we operate or have significant assets; current regulatory initiatives in the U.S., including the Dodd-Frank Wall 

Street Reform and Consumer Protection Act of 2010, as amended, subjecting us to a variety of new and more stringent legal and regulatory requirements and 

increased scrutiny from our regulators; the deterioration of unemployment or real estate asset values or their failure to recover for an extended period of time; 

adverse changes in credit quality trends; our ability to determine accurate values of certain assets and liabilities; adverse behaviors in securities, public debt, and 

capital markets, including changes in market liquidity and volatility; unanticipated changes in our liquidity position, including but not limited to our ability to enter the

financial markets to manage and respond to any changes to our liquidity position; the soundness of other financial institutions; our ability to satisfy new capital and

liquidity standards such as those imposed by the Dodd-Frank Act and those adopted by the Basel Committee; our ability to receive dividends from our subsidiary, 

KeyBank; reductions of the credit ratings assigned to KeyCorp and KeyBank; unexpected or prolonged changes in the level or cost of liquidity; our ability to secure

alternative funding sources under stressed liquidity conditions; our ability to timely and effectively implement our strategic initiatives; operational or risk 

management failures; breaches of security or failures of our technology systems due to technological, cybersecurity threats or other factors; the occurrence of 

natural or man-made disasters or conflicts or terrorist attacks disrupting the economy or our ability to operate; the adequacy of our risk management programs; 

adverse judicial proceedings; increased competitive pressure due to consolidation; our ability to attract and/or retain talented executives and employees; our ability

to effectively sell additional products or services to new or existing customers; our ability to manage our reputational risks; unanticipated adverse effects of 

acquisitions and dispositions of assets, business units or affiliates.

We provide greater detail regarding some of these factors in our 2012 Form 10-K, including in Item 1. Business under the heading “Supervision and Regulation”, in

Item 1A. Risk Factors and in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation under the heading “Risk

Management,” as well as in our subsequent SEC filings, all of which are accessible on our website at www.key.com/ir and on the SEC’s website at www.sec.gov. 

Key does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of

the forward-looking statements.  Actual results or future events could differ, possibly materially, from those anticipated in forward-looking statements, as well as

from historical performance.

This presentation also includes certain Non-GAAP financial measures related to “tangible common equity,” “Tier 1 common equity,” “pre-provision net revenue,” 

and “cash efficiency ratio.”  Management believes these ratios may assist investors, analysts and regulators in analyzing Key’s financials.  Although Key has 

procedures in place to ensure that these measures are calculated using the appropriate GAAP or regulatory components, they have limitations as analytical tools 

and should not be considered in isolation, or as a substitute for analysis of results under GAAP.  For more information on these calculations and to view the 

reconciliations to the most comparable GAAP measures, please refer to the Appendix to this presentation or our most recent earnings press release, which is 

accessible at www.key.com/ir.

Web addresses referenced in this slide are inactive textual references only.  Information on these websites is not part of this document. 

3

Net interest income up 5% compared to the prior year

Grew average C&I loans by 16% from the prior year

Pursuing growth opportunities: payments and technology

Achieved $105 million in annualized expense savings through 1Q13;

remainder of the $200 million target to be achieved by December 2013

Cash efficiency ratio improved to 66%

Improve

Efficiency

Actively managing businesses, with sale of Victory announced in February

No objection from Federal Reserve on 2013 capital plan submission

Repurchased $65 million in common shares during 1Q13 at an average            

cost of $9.56 per share

Optimize and

Grow

Revenue

Investor Highlights –

1Q13

Execution of strategy and differentiated business model driving results

Effectively

Manage

Capital

Investments in our businesses and work to create a more variable cost 

structure will continue to impact expense levels

2013 Focus Areas

4

Execute Strategy with Distinctive Business Model

Maintain Moderate Risk Profile

Accelerate Revenue Growth with Opportunistic Investing

Align Cost Structure with Operating Environment

Leverage Strong Capital Position to Maximize Value

5

Financial Review

6

Financial Summary –

First Quarter 2013

Capital

(b)

Asset Quality

(a)

Financial

Performance

(a)

TE = Taxable equivalent, EOP = End of Period

(a) 

From continuing operations

(b) 

From consolidated operations

(c)

3-31-13 ratios are estimated

(d)

Non-GAAP measure: see Appendix for reconciliation

Income from continuing operations attributable to Key

$.21

$.20

$.20

common shareholders –

assuming dilution

Net interest margin (TE)

3.24%

3.37%

3.16%

Return on average total assets

.99

.96

1.01

Tier 1 common equity

(c), (d)

11.4%

11.4%

11.5%

Tier 1 risk-based capital

(c)

12.2

12.2

13.3

Tangible common equity to tangible assets

(d)

10.2

10.2

10.3

Book value per common share

$10.89

$10.78

$10.26

Net loan charge-offs to average loans

.38%

.44%

.82%

NPLs to EOP portfolio loans

1.24

1.28

1.35

NPAs to EOP portfolio loans + OREO + Other NPAs

1.34

1.39

1.55

Allowance for loan losses to period-end loans

1.70

1.68

1.92

Allowance for loan losses to NPLs

137.4

131.8

141.7

Metrics

1Q13

4Q12

1Q12

7

Average loan growth driven by C&I, while the exit

portfolio continues to run-off

Originated $8.5 billion in new or renewed lending

commitments during 1Q13

C&I commitment utilization increased to 49.2%

Clients remained cautious in their borrowing

following a strong 4Q12

Loan Growth

$ in billions

Highlights

Average Commercial & Industrial Loans

C&I loans

Utilization rate

Average Loans

Exit Portfolios

Home Equity & Other

C&I & Leasing

Commercial Real Estate

$ in billions

Improving Deposit Mix

Highlights

Funding Cost

Overall funding cost continues to improve, with

total deposit cost declining to 29 bps

Transaction deposit balances up 14% from 1Q12

Total CD maturities and average cost

2013 Q2: $2.0 billion at 0.85%

2013 Q3: $1.3 billion at 1.30%

2013 Q4: $0.8 billion at 1.37%

2014: $2.2 billion at 1.97%

2015 & beyond:  $1.1 billion at 2.60%

Average

Deposits

(a)

$ in billions

(a)

Excludes deposits in foreign office

(b)

Transaction deposits include noninterest-bearing, NOW, and MMDA

Cost of total deposits

(a)

Interest-bearing liability cost

CDs and other time deposits

Savings

Noninterest-bearing

NOW and MMDA

8

–

–

–

–

–

9

Total Revenue

TE = Taxable equivalent

Continuing Operations

Net interest margin

Highlights

Net Interest Margin (TE) Trend

Net interest income increased 5% from prior

year, with net interest margin up 8 basis points

Net interest margin compared to prior quarter

impacted by lower asset yields and higher

liquidity

Noninterest income reflects seasonal change

from strong 4Q12

Total Revenue Mix

Noninterest income

$ in millions

$570

$559

$589

$422

$442

$425

$0

$400

$800

$1,200

2Q11

3Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

Impact of leveraged lease

early termination

Net interest income (TE)

$1,001

$1,014

$992

3.19%

3.16%

3.24%

2.00%

2.50%

3.00%

3.50%

2Q11

3Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

10

Focused Expense Management

Significant progress made on efficiency initiative

–

Achieved $105 million in annualized expense

savings through 1Q13

–

On target for $200 million in expense savings

by December 2013, with full-year impact

expected in 2014

1Q13 expense included $15 million related to

efficiency initiative

Focused on disciplined expense management

with variability in 2013 anticipated from:

–

Technology investments

–

Costs related to efficiency initiative

(a)

Includes ongoing, one-time and amortization expenses

Highlights

Noninterest Expense

Q-o-Q Change in Noninterest Expense

(a)

11

Nonperforming Assets

Net Charge-offs & Provision for Loan and Lease Losses

NPLs

NPLs to period-end loans

NCOs

Provision for loan and

lease losses

NCOs to average loans

$ in millions

$ in millions

NPLs held for sale,

OREO & other NPAs

Continued Improvement in Asset Quality

Highlights

Net loan charge-offs decreased 51% from 1Q12

to $49 million, or 38 bps of average loans

1Q13 commercial loan net charge-offs were       

$5 million or 6 bps

Asset quality reaching normalized levels, with

net charge-offs expected to be within targeted

range

Allowance for Loan and Lease Losses

Allowance for loan and

lease losses to NPLs

Allowance for loan

and lease losses

$ in millions

$950

$767

$705

1.76%

1.35%

1.24%

.00%

1.00%

2.00%

3.00%

$0

$400

$800

$1,200

2Q11

3Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

$1,230

$944

$893

146%

142%

137%

100%

120%

140%

160%

$0

$250

$500

$750

$1,000

$1,250

2Q11

3Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

12

No objection from Federal Reserve on capital plan

–

Board authorized share repurchase program

of up to $426 million

–

Dividend increase will be considered at May

Board meeting

Disciplined capital management process

–

Repurchased $65 million in common shares

during 1Q13, pursuant to 2012 capital plan

Estimated Basel III Tier 1 common equity ratio       

of 10.3%

(a), (b)

Tier 1 Common Equity

(b), (c)

Tangible Common Equity to Tangible Assets

(b)

Strong Capital Ratios

Highlights

Book Value per Share

10.2%

9.7%

10.3%

0.0%

3.0%

6.0%

9.0%

12.0%

2Q11

3Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

$10.89

$10.26

$9.88

$8.00

$9.00

$10.00

$11.00

2Q11

3Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

11.4%

11.1%

11.5%

0.0%

3.0%

6.0%

9.0%

12.0%

2Q11

3Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

(a)

Based upon March 31, 2013 pro forma analysis; see Appendix for further detail

(b)

Non-GAAP measure: see Appendix for reconciliations

(c)

3-31-13 ratio is estimated

13

Appendix

14

Progress on Targets for Success

KEY Business

Model

KEY Metrics

(a)

KEY

1Q13

KEY

4Q12

Targets

Action Plans

Core funded

Loan to deposit ratio

(b)

87%

86%

90-100%

Use integrated model to grow relationships

and loans

Improve deposit mix

Returning to a

moderate risk

profile

NCOs to average loans

.38%

.44%

40-60 bps

Focus on relationship clients

Exit noncore portfolios

Limit concentrations

Focus on risk-adjusted returns

Provision to average

loans

.42%

.44%

Growing high

quality, diverse

revenue streams

Net interest margin

3.24%

3.37%

>3.50%

Improve funding mix

Focus on risk-adjusted returns

Grow client relationships

Capitalize on Key’s total client solutions and

cross-selling capabilities

Noninterest income

to total revenue

42%

42%

>40%

Creating positive

operating

leverage

Cash

efficiency

ratio

(c)

66%

69%

60-65%

Improve efficiency and effectiveness

Better utilize technology

Change cost base to more variable from

fixed

Executing our

strategies

Return on average

assets

.99%

.96%

1.00-1.25%

Execute our client insight-driven

relationship model

Focus on operating leverage

Improved funding mix with lower cost core

deposits

(a) 

Continuing operations, unless otherwise noted

(b)

Represents period-end consolidated total loans and loans held for sale (excluding education loans in the securitization trusts)

divided by period-end consolidated total deposits (excluding deposits in foreign office)

(c)

Excludes intangible asset amortization; Non-GAAP measure: see Appendix for reconciliation

15

$19.0

$17.5

$15.9

3.22%

3.01%

2.54%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

$0

$5

$10

$15

$20

$25

2Q11

3Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

Average Total Investment Securities

Highlights

Average AFS securities

$ in billions

High Quality Investment Portfolio

Portfolio composed of Agency or GSE backed:

GNMA, Fannie & Freddie

–

No private label MBS or financial paper

Average portfolio life at 3/31/13: 2.8 years

Unrealized net gain of $330 million on available-

for-sale securities portfolio at 3/31/13

Mortgage cash flows of $1.5 billion in 1Q13     

and $1.6 billion in 4Q12

Deployment of increased liquidity expected to

elevate portfolio size in 2Q13

Yields on reinvestments are approximately       

150 bps lower than maturities

Securities to Total Assets

(b)

(a)  Yield is calculated on the basis of amortized cost

(b)  Includes end of period held-to-maturity and available-for-sale securities

Average yield

(a)

Average HTM securities

Credit Quality by Portfolio

16

Credit Quality

$ in millions

N/M = Not Meaningful

(a)  3-31-13

ending

loan

balances

include

$93

million

of

commercial

credit

card

balances.

(a)  3-31-13 and 12-31-12 average loan balances include $91 million and 90 million, respectively, of assets from commercial credit cards.

(b)

Net loan charge-off amounts are annualized in calculation. NCO ratios for discontinued operations and consolidated Key exclude

education loans in the securitization trusts since valued at fair-market value

(c)

3-31-13 and 12-31-12 NPL amounts exclude $22 million and $23 million respectively of purchased credit impaired loans acquired in

July 2012.

(d)  3-31-13 allowance by portfolio is estimated. Allowance/period loans ratios for discontinued operations and consolidated Key exclude 

education loans  in the securitization trusts since valued

at fair-market value

(e)  3-31-13 ending loan balances include purchased loans of $204 million of which $22 million were purchased credit impaired.

Period-end

loans

Average

loans

3/31/13

1Q13

1Q13

4Q12

1Q13

4Q12

3/31/13

12/31/12

3/31/13

3/31/13

3/31/13

Allowance /

period-end

loans

(d)

Allowance /

NPLs

Net loan         

charge-offs

Net loan               

charge-offs

(b)

/

average loans

Nonperforming

loans

(c)

Ending

allowance

(d)

Commercial, financial and agricultural

(a)

$23,412

$23,317

$2

($8)

.03

%

(.14)

%

$142

$99

$338

1.44

%

238.03

%

Commercial real estate:

Commercial mortgage

7,544

7,616

8

28

.43

1.47

114

120

193

2.56

169.30

Construction

1,057

1,034

(7)

3

(2.75)

1.12

27

56

35

3.31

129.63

Commercial lease financing

4,796

4,843

2

3

.17

.25

12

16

62

1.29

516.67

Real estate —

residential mortgage

2,176

2,173

6

7

1.12

1.29

96

103

33

1.52

34.38

Home equity:

Key Community Bank

9,809

9,787

16

(18)

.66

(.73)

199

210

106

1.08

53.27

Other

401

413

4

11

3.93

10.65

18

21

19

4.74

105.56

Consumer other —

Key Community Bank

1,353

1,343

7

8

2.11

2.38

3

2

33

2.44

N/M

Credit cards

693

704

8

9

4.61

5.01

13

11

32

4.62

246.15

Consumer other:

Marine

1,254

1,311

3

14

.93

3.97

25

34

38

3.03

152.00

Other

79

85

0

1

.00

4.37

1

2

4

5.06

400.00

Continuing total

(e)

$52,574

$52,626

$49

$58

.38

%

.44

%

$650

$674

$893

1.70

%

137.38

%

Discontinued operations

5,086

5,135

12

15

1.75

2.12

15

20

49

.96

326.67

Consolidated total

$57,660

$57,761

$61

$73

.45

%

.53

%

$665

$694

$942

1.63

%

141.65

%

17

(a) 

Average LTVs are at origination. Current average LTVs for Community Bank total home equity loans and lines is approximately 78%,

which compares to 77% at the end of the fourth quarter 2012.

Community Bank –

Home Equity

Exit Portfolio –

Home Equity

$ in millions, except average loan size

$ in millions, except average loan size

(a)

(a)

Home Equity Loans –

3/31/13

Vintage (% of Loans)

Loan Balances

Average Loan

Size ($)

Average

FICO

Average

LTV

% of Loans

LTV>90%

2012 and

later

2011

2010

2009

2008 and

prior

Home equity loans and lines

First lien

18

$                  

22,800

$    

745

34

%

.3

%

-

%

-

%

-

%

2

%

98

%

Second lien

383

23,549

729

82

32.2

-

-

-

-

100

Total home equity loans and lines

401

$               

23,514

$    

730

80

30.8

-

-

-

-

100

Nonaccrual loans

First lien

1

$                    

19,503

$    

714

33

%

-

%

-

%

-

%

-

%

-

%

100

%

Second lien

17

25,239

709

82

31.2

-

-

-

-

100

Total home equity nonaccrual loans

18

$                  

24,999

$    

709

80

30.2

-

-

-

-

100

Exit Portfolio - Home Equity

First quarter net charge-offs

4

$                    

-

-

-

-

%

100

%

Net loan charge-offs to average loans

3.93

%

Vintage (% of Loans)

Loan Balances

Average Loan

Size ($)

Average

FICO

Average

LTV

% of Loans

LTV>90%

2012 and

later

2011

2010

2009

2008 and

prior

Home equity loans and lines

First lien

5,429

$           

64,520

$    

759

66

%

.6

%

28

%

8

%

5

%

5

%

54

%

Second lien

4,380

47,314

757

76

3.0

18

7

5

5

65

Total home equity loans and lines

9,809

$           

55,507

$    

758

70

1.8

24

7

5

5

59

Nonaccrual loans

First lien

100

$               

58,275

$    

711

74

%

.8

%

1

%

4

%

3

%

5

%

87

%

Second lien

99

47,369

714

78

2.8

1

1

1

3

94

Total home equity nonaccrual loans

199

$               

52,292

$    

712

76

1.6

1

2

2

4

91

Community Bank - Home Equity

First quarter net charge-offs

16

$                  

-

%

1

%

2

%

2

%

95

%

Net loan charge-offs to average loans

.66

%

18

Exit Loan Portfolio Trend (Excluding Discontinued Operations)

Exit Loan Portfolio

$ in millions

(a)

Includes (1) the business aviation, commercial vehicle, office products, construction and industrial leases; (2) Canadian lease financing portfolios;

and (3) all remaining balances related to lease in, lease out; sale in, lease out; service contract leases; and qualified technological equipment leases

(b)

Includes loans in Key’s consolidated education loan securitization trusts

(c)

Credit amounts indicate recoveries exceeded charge-offs

$ in millions

Exit Loan Portfolio

$2,758

$3,899

$4,736

$0

$3,000

$6,000

2Q11

3Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

Change

3-31-13 vs.

3-31-13

12-31-12

12-31-12

1Q13

(c)

4Q12

3-31-13

12-31-12

Residential

properties

–

homebuilder

$29

$29

-

-

$1

$10

$10

Marine and RV floor plan

29

33

$(4)

$(3)

-

6

10

Commercial lease financing

(a)

966

997

(31)

(5)

-

6

6

Total commercial loans

1,024

1,059

(35)

(8)

1

22

26

Home

equity

–

Other

401

423

(22)

4

11

18

21

Marine

1,254

1,358

(104)

3

14

26

34

RV and other consumer

79

93

(14)

-

1

-

2

Total consumer loans

1,734

1,874

(140)

7

26

44

57

Total exit loans in loan portfolio

$2,758

$2,933

$(175)

$(1)

$27

$66

$83

Discontinued

operations

-

education

lending business (not included in exit loans above)

(b)

$5,086

$5,201

$(115)

$12

$15

$15

$20

Balance on

Nonperforming

Status

Balance

Outstanding

Charge-offs

Net Loan

19

Credit Quality Trends

Quarterly Change in Criticized Outstandings

(a)

Delinquencies to Period-end Total Loans

(a)

Loan and Lease Outstandings

30 –

89 days delinquent

90+ days delinquent

GAAP to Non-GAAP Reconciliation

20

$ in millions

(a)

Three months ended March 31, 2013 and December 31, 2012 exclude $114 million and $123 million, respectively, of period end purchased credit card receivable intangible assets. Three

months ended March 31, 2013 and December 31, 2012 exclude $118 million and $126 million, respectively, of average ending purchased credit card receivable intangible assets.

(b)

Includes net unrealized gains or losses on securities available for sale (except for net unrealized losses on marketable equity securities), net gains or losses on cash flow hedges, and amounts

resulting from the application of the applicable accounting guidance for defined benefit and other postretirement plans.

(c)

Other assets deducted from Tier 1 capital and net risk-weighted assets consist of disallowed intangible assets (excluding goodwill) and deductible portions of nonfinancial equity

investments. There were no disallowed deferred tax assets at March 31, 2013, December 31, 2012, and March 31, 2012.

(d)

3-31-13 amount is estimated.

Three months ended

3-31-2013

12-31-2012

3-31-2012

Tangible common equity to tangible assets at period end

Key shareholders’

equity (GAAP)

10,340

$  

10,271

$  

10,099

$  

Less:  Intangible assets

(a)

1,024

1,027

932

Preferred Stock, Series A

291

291

291

Tangible common equity (non-GAAP) 

9,025

$    

8,953

$    

8,876

$    

Total assets (GAAP)

89,198

$  

89,236

$  

87,431

$  

Less:  Intangible assets

(a)

1,024

1,027

932

Tangible assets (non-GAAP)

88,174

$  

88,209

$  

86,499

$  

Tangible common equity to tangible assets ratio (non-GAAP)

10.24

%

10.15

%

10.26

%

Tier 1 common equity at period end

Key shareholders' equity (GAAP)

10,340

$  

10,271

$  

10,099

$  

Qualifying capital securities

339

339

1,046

Less: Goodwill

979

979

917

Accumulated other comprehensive income (loss)

(b)

(204)

(172)

(70)

Other assets

(c)

108

114

69

Total Tier 1 capital (regulatory)

9,796

9,689

10,229

Less:  Qualifying capital securities

339

339

1,046

Preferred Stock, Series A

291

291

291

Total Tier 1 common equity (non-GAAP)

9,166

$    

9,059

$    

8,892

$    

Net risk-weighted assets (regulatory)

(c), (d)

80,446

$  

79,734

$  

76,956

$  

Tier 1 common equity ratio (non-GAAP)

(d)

11.39

%

11.36

%

11.55

%

Pre-provision net revenue

Net interest income (GAAP)

583

$       

601

$       

553

$       

Plus: Taxable-equivalent adjustment

6

6

6

Noninterest income (GAAP)

425

439

442

Less:  Noninterest expense

681

734

679

Pre-provision net revenue from continuing operations (non-GAAP)

333

$       

312

$       

322

$       

GAAP to Non-GAAP Reconciliation (continued)

$ in millions

21

(a)

Three months ended March 31, 2013 and December 31, 2012 exclude $114 million and $123 million, respectively, of period end purchased credit card receivable intangible assets. Three

months ended March 31, 2013 and December 31, 2012 exclude $118 million and $126 million, respectively, of average ending purchased credit card receivable intangible assets.

Three months ended

3-31-2013

12-31-2012

3-31-2012

Average tangible common equity

Average

Key

shareholders’

equity

(GAAP)

10,279

$     

10,261

$     

9,992

$    

Less:  Intangible assets (average)

(a)

1,027

1,030

932

Preferred Stock, Series A (average)

291

291

291

Tangible common equity (non-GAAP) 

8,961

$       

8,940

$       

8,769

$    

Return on average tangible common equity from continuing operations

Net

income

(loss)

from

continuing

operations

attributable

to

Key

common

shareholders

(GAAP)

196

$          

190

$          

195

$       

Average tangible common equity (non-GAAP)

8,961

8,940

8,769

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

8.87

%

8.45

%

8.94

%

Return on average tangible common equity consolidated

Net income (loss) attributable to Key common shareholders (GAAP)

199

$          

197

$          

194

$       

Average tangible common equity (non-GAAP)

8,961

8,940

8,769

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

9.01

%

8.77

%

8.90

%

Cash efficiency ratio

Noninterest expense (GAAP)

681

$          

734

$          

679

$       

Less:  Intangible asset amortization on credit cards

8

8

-

Other intangible asset amortization

4

4

1

Adjusted noninterest expense (non-GAAP)

669

$          

722

$          

678

$       

Net interest income (GAAP)

583

$          

601

$          

553

$       

Plus:  Taxable-equivalent adjustment

6

6

6

Noninterest income (GAAP)

425

439

442

Total taxable-equivalent revenue (non-GAAP)

1,014

$       

1,046

$       

1,001

$    

Cash efficiency ratio (non-GAAP)

65.98

%

69.02

%

67.73

%

(a)  Tier 1 common equity is a non-generally accepted accounting principle (GAAP) financial measure that is used by investors, analysis and bank

regulatory agencies to assess the capital position of financial services companies.  Management reviews Tier 1 common equity along with other

measures of capital as part of its financial analyses.

(b)  Includes AFS mark-to-market, cash flow hedges on items recognized at fair value on the balance sheet, and defined benefit pension liability.

(c)  Deferred tax asset subject to future taxable income for realization, primarily tax credit carryforwards, and the deductible portion of mortgage

servicing assets.

(d) The amount of regulatory capital and risk-weighted assets estimated under Basel III (as fully phased-in on January 1, 2019) is based upon the

federal banking agencies' notices of proposed rulemaking, which implement Basel III and the Standardized Approach. 

Tier 1 Common Equity under Basel III (estimated)

KeyCorp & Subsidiaries

22

TIER

1

COMMON

EQUITY

UNDER

BASEL

III

(ESTIMATES)

(a)

Quarter ended

Mar 31,

$ in billions

2013

Tier 1 Common Equity under current regulatory rules

$9.2

Adjustments from current regulatory rules to Basel III:

(0.2)

(0.1)

$8.9

Total risk-weighted assets under current regulatory rules

$80.4

Adjustments from current regulatory rules to Basel III:

Loan Commitments < 1 Year

0.8

Residential Mortgage & Home Equity Loans

3.1

Other

1.7

Total risk-weighted assets under Basel III

$86.1

Tier 1 common equity to total risk-weighted assets

anticipated under Basel III

10.3%

Cumulative

Other

Comprehensive

Income

(b)

Tier

1

common

equity

anticipated

under

Basel

III

(d)

Deferred

Tax

Assets

and

Other

(c)

EX-99.3

Exhibit 99.3

Consolidated Balance Sheets

(dollars in millions)

	3-31-13			12-31-12			3-31-12
Assets
Loans	$	52,574		$	52,822		$	49,226
Loans held for sale		434			599			511
Securities available for sale		13,496			12,094			14,633
Held-to-maturity securities		3,721			3,931			3,019
Trading account assets		701			605			614
Short-term investments		3,081			3,940			3,605
Other investments		1,059			1,064			1,188
Total earning assets		75,066			75,055			72,796
Allowance for loan and lease losses		(893	)		(888	)		(944	)
Cash and due from banks		621			584			415
Premises and equipment		930			965			937
Operating lease assets		309			288			335
Goodwill		979			979			917
Other intangible assets		159			171			15
Corporate-owned life insurance		3,352			3,333			3,270
Derivative assets		609			693			830
Accrued income and other assets		2,884			2,774			3,070
Discontinued assets		5,182			5,282			5,790
Total assets	$	89,198		$	89,236		$	87,431
Liabilities
Deposits in domestic offices:
NOW and money market deposit accounts	$	32,700		$	32,380		$	29,124
Savings deposits		2,546			2,433			2,075
Certificates of deposit ($100,000 or more)		2,998			2,879			3,984
Other time deposits		4,324			4,575			5,848
Total interest-bearing deposits		42,568			42,267			41,031
Noninterest-bearing deposits		21,564			23,319			19,606
Deposits in foreign office — interest-bearing		522			407			857
Total deposits		64,654			65,993			61,494
Federal funds purchased and securities sold under repurchase agreements		1,950			1,609			1,846
Bank notes and other short-term borrowings		378			287			324
Derivative liabilities		524			584			754
Accrued expense and other liabilities		1,352			1,387			1,424
Long-term debt		7,785			6,847			8,898
Discontinued liabilities		2,176			2,220			2,575
Total liabilities		78,819			78,927			77,315
Equity
Preferred stock, Series A		291			291			291
Common shares		1,017			1,017			1,017
Capital surplus		4,059			4,126			4,116
Retained earnings		7,065			6,913			6,411
Treasury stock, at cost		(1,930	)		(1,952	)		(1,717	)
Accumulated other comprehensive income (loss)		(162	)		(124	)		(19	)
Key shareholders’ equity		10,340			10,271			10,099
Noncontrolling interests		39			38			17
Total equity		10,379			10,309			10,116
Total liabilities and equity	$	89,198		$	89,236		$	87,431
Common shares outstanding (000)		922,581			925,769			956,102

Consolidated Statements of Income

(dollars in millions, except per share amounts)

	Three months ended
	3-31-13		12-31-12			3-31-12
Interest income
Loans	$	548	$	563		$	536
Loans held for sale		4		5			5
Securities available for sale		80		85			116
Held-to-maturity securities		18		19			12
Trading account assets		6		3			6
Short-term investments		2		2			1
Other investments		9		11			8
Total interest income		667		688			684
Interest expense
Deposits		45		49			77
Federal funds purchased and securities sold under repurchase agreements		1		1			1
Bank notes and other short-term borrowings		1		2			2
Long-term debt		37		35			51
Total interest expense		84		87			131
Net interest income		583		601			553
Provision (credit) for loan and lease losses		55		57			42
Net interest income (expense) after provision for loan and lease losses		528		544			511
Noninterest income (a)
Trust and investment services income		95		95			96
Investment banking and debt placement fees		79		110			61
Service charges on deposit accounts		69		75			68
Operating lease income and other leasing gains		23		19			52
Corporate services income		45		41			44
Cards and payments income		37		38			29
Corporate-owned life insurance income		30		36			30
Consumer mortgage income		7		11			9
Net gains (losses) from principal investing		8		2			35
Other income (b)		32		12			18
Total noninterest income		425		439			442
Noninterest expense
Personnel		391		422			372
Net occupancy		64		69			64
Computer processing		39		38			41
Business services and professional fees		35		54			37
Equipment		26		27			26
Operating lease expense		12		12			17
Marketing		6		20			13
FDIC assessment		8		8			8
Intangible asset amortization on credit cards		8		8			—
Other intangible asset amortization		4		4			1
Provision (credit) for losses on lending-related commitments		3		(14	)		—
OREO expense, net		3		1			6
Other expense		82		85			94
Total noninterest expense		681		734			679
Income (loss) from continuing operations before income taxes		272		249			274
Income taxes		70		53			73
Income (loss) from continuing operations		202		196			201
Income (loss) from discontinued operations, net of taxes		3		7			(1	)
Net income (loss)		205		203			200
Less: Net income (loss) attributable to noncontrolling interests		1		—			—
Net income (loss) attributable to Key	$	204	$	203		$	200
Income (loss) from continuing operations attributable to Key common shareholders	$	196	$	190		$	195
Net income (loss) attributable to Key common shareholders		199		197			194
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.21	$	.21		$	.21
Income (loss) from discontinued operations, net of taxes		—		.01			—
Net income (loss) attributable to Key common shareholders (c)		.22		.21			.20
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders	$	.21	$	.20		$	.20
Income (loss) from discontinued operations, net of taxes		—		.01			—
Net income (loss) attributable to Key common shareholders (c)		.21		.21			.20
Cash dividends declared per common share	$	.05	$	.05		$	.03
Weighted-average common shares outstanding (000)		920,316		925,725			949,342
Weighted-average common shares and potential common shares outstanding (000) (d)		926,051		930,382			953,971

(a) The noninterest income lines have been changed for the current quarter and all prior quarters to reflect Key’s current business mix.

(b) For the three months ended March 31, 2013, December 31, 2012, and March 31, 2012, Key did not have any impairment losses related to securities.

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

(d) Assumes conversion of stock options and/or Preferred Series A shares, as applicable.