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): January 22, 2015

(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 January 22, 2015, KeyCorp issued a press release announcing its financial results for the three and twelve-month periods ended December 31, 2014, (the “Press Release”) and posted on its website its fourth quarter 2014 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 January 22, 2015, announcing financial results for the three and twelve-month periods ended December 31, 2014.

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: January 22, 2015	/s/ Robert L. Morris
	By:	Robert L. Morris
		Chief Accounting Officer

EX-99.1

Exhibit 99.1

    NEWS    

FOR IMMEDIATE RELEASE    

KEYCORP REPORTS FOURTH QUARTER 2014

NET INCOME OF $246 MILLION, OR $.28 PER COMMON SHARE

Earnings per share up 22% from prior quarter, 12% for the full year

Positive operating leverage for the quarter and full year

Average loans up 5% from prior year, driven by a

12% increase in commercial, financial and agricultural loans

Credit quality remains strong, with net loan charge-offs to average loans of .22%

Disciplined capital management, returning 82% of net income to shareholders in 2014

CLEVELAND, January 22, 2015 – KeyCorp (NYSE: KEY) today announced fourth quarter net income from continuing operations attributable to Key common shareholders of $246 million, or $.28 per common share, compared to $197 million, or $.23 per common share, for the third quarter of 2014, and $229 million, or $.26 per common share, for the fourth quarter of 2013.

For the twelve months ended December 31, 2014, net income from continuing operations attributable to Key common shareholders was $917 million, or $1.04 per common share, compared to $847 million, or $.93 per common share, for the same period one year ago.

“Fourth quarter was a strong finish to the year,” said Chairman and Chief Executive Officer Beth Mooney. “Our results reflect positive operating leverage, with both revenue growth and well-controlled expenses. Revenue benefited from solid loan growth, driven by a 12% increase from the prior year in commercial, financial and agricultural loans. Core expense levels continued to decline, and our net charge-offs remained well below our historical average.”

“Our full-year results reflect the successful execution of our strategy to grow and expand relationships, invest in our businesses, and return peer-leading capital to our shareholders,” continued Mooney. “We had a record year for investment banking and debt placement fees and remain on track with our successful integration of Pacific Crest Securities. A 2% decrease in expenses drove positive operating leverage for the year, and we expect further improvement in efficiency and productivity.”

“Capital remains a strength of our company. We ended the year with a Tier 1 common equity ratio above 11%, while we continued to execute on our commitment to return capital to our shareholders through dividends and share repurchases. During the year, we announced an 18% increase in the common share dividend and repurchased $496 million of common shares. In total, we paid out 82% of 2014 net income to our shareholders,” added Mooney.

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 2

FOURTH QUARTER 2014 FINANCIAL RESULTS, from continuing operations

Compared to Fourth Quarter of 2013

• Average loans up 5.5%, driven by a 12.3% growth in commercial, financial and agricultural loans

• Average deposits up 2% due to growth in commercial mortgage servicing and commercial deposits offsetting a decline in certificates of deposit

• Net interest income (taxable-equivalent) relatively stable, as growth in earning assets offset lower earning asset yields

• Noninterest income up $37 million, reflecting higher investment banking and debt placement fees, trust and investment services income, and corporate services income, offsetting declines in other income, mortgage servicing fees, and operating lease income and other leasing gains

• Noninterest expense down $8 million, reflecting lower efficiency- and pension-related charges and other expense, slightly offset by higher incentive compensation expense

• Efficiency initiative and pension settlement charges of $11 million, or $.01 per common share, incurred during the fourth quarter of 2014, compared to $24 million, or $.02 per common share, during the fourth quarter of 2013

• Asset quality improved, with net loan charge-offs to average loans declining from .27% to .22%

• Disciplined capital management, repurchasing $128 million of common shares during the fourth quarter of 2014 and maintaining top tier capital position with Tier 1 common equity of 11.18%

Compared to Third Quarter of 2014

• Average loans up 1.3%, primarily driven by an increase in commercial, financial and agricultural loans

• Average deposits up 2% due to the growth in commercial mortgage servicing and commercial deposits offsetting a decline in certificates of deposit

• Net interest income (taxable-equivalent) up $7 million due to an increase in earning asset levels and higher loan fees, offsetting lower earning asset yields

• Noninterest income up $73 million, primarily due to higher investment banking and debt placement fees, trust and investment services income, corporate services income, and corporate-owned life insurance income, slightly offset by declines in other income

• Noninterest expense stable, with lower efficiency- and pension-related charges and other expense offsetting higher incentive compensation expense

• Efficiency initiative and pension settlement charges of $35 million, or $.03 per common share, incurred during the third quarter of 2014

• Asset quality remains strong, with net loan charge-offs to average loans flat to prior quarter and remaining well below the targeted range

Selected Financial Highlights

dollars in millions, except per share data										Change 4Q14 vs.
	4Q14			3Q14			4Q13			3Q14			4Q13
Income (loss) from continuing operations attributable to Key common shareholders	$	246		$	197		$	229			24.9	%		7.4	%
Income (loss) from continuing operations attributable to Key common shareholders per common share — assuming dilution		.28			.23			.26			21.7			7.7
Return on average total assets from continuing operations		1.12	%		.92	%		1.08	%		N/A			N/A
Tier 1 common equity (a)		11.18			11.26			11.22			N/A			N/A
Book value at period end	$	11.91		$	11.74		$	11.25			1.4	%		5.9	%
Net interest margin (TE) from continuing operations		2.94	%		2.96	%		3.01	%		N/A			N/A

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

TE = Taxable Equivalent, N/A = Not Applicable

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 3

INCOME STATEMENT HIGHLIGHTS

Revenue

dollars in millions							Change 4Q14 vs.
	4Q14		3Q14		4Q13		3Q14			4Q13
Net interest income (TE)	$	588	$	581	$	589		1.2	%		(.2	)%
Noninterest income		490		417		453		17.5			8.2
Total revenue	$	1,078	$	998	$	1,042		8.0	%		3.5	%

TE = Taxable Equivalent

Taxable-equivalent net interest income was $588 million for the fourth quarter of 2014, and the net interest margin was 2.94%. These results compare to taxable-equivalent net interest income of $589 million and a net interest margin of 3.01% for the fourth quarter of 2013. The decrease in net interest margin was largely attributable to lower earning asset yields and higher levels of excess liquidity driven by commercial deposit growth.

Compared to the third quarter of 2014, taxable-equivalent net interest income increased by $7 million, and the net interest margin declined by two basis points. The increase in net interest income was primarily due to higher earning asset levels and loan fees and a lower cost of funds as higher-rate certificates of deposit matured. These increases were partially offset by the impact of lower earning asset yields. The net interest margin was negatively impacted by higher levels of excess liquidity and lower earning asset yields partially offset by an increase in commercial loans and held-for-sale volume.

Noninterest Income

dollars in millions							Change 4Q14 vs.
	4Q14		3Q14		4Q13		3Q14			4Q13
Trust and investment services income	$	112	$	99	$	98		13.1	%		14.3	%
Investment banking and debt placement fees		126		88		84		43.2			50.0
Service charges on deposit accounts		64		68		68		(5.9	)		(5.9	)
Operating lease income and other leasing gains		15		17		26		(11.8	)		(42.3	)
Corporate services income		53		42		40		26.2			32.5
Cards and payments income		43		42		40		2.4			7.5
Corporate-owned life insurance income		38		26		33		46.2			15.2
Consumer mortgage income		3		3		3		—			—
Mortgage servicing fees		11		9		22		22.2			(50.0	)
Net gains (losses) from principal investing		18		9		20		100.0			(10.0	)
Other income		7		14		19		(50.0	)		(63.2	)
Total noninterest income	$	490	$	417	$	453		17.5	%		8.2	%

Key’s noninterest income was $490 million for the fourth quarter of 2014, compared to $453 million for the year-ago quarter. The fourth quarter reflects a record high quarter for investment banking and debt placement fees, which increased $42 million, benefiting from Key’s business model. Trust and investment services income increased $14 million, mostly due to a full-quarter impact of the recently-acquired Pacific Crest Securities. Corporate services income also increased $13 million, driven by higher derivatives income and non-yield loan fees. These increases were partially offset by declines in other income of $12 million, mortgage servicing fees of $11 million, and operating lease income and other leasing gains of $11 million.

Compared to the third quarter of 2014, noninterest income increased by $73 million. Investment banking and debt placement fees and trust and investment services income increased $38 million and $13 million, respectively, benefitting from Key’s business model. Corporate-owned life insurance income had a seasonal increase of $12 million, and corporate services income increased $11 million due to higher derivatives income and non-yield loan fees.

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 4

Noninterest Expense

dollars in millions							Change 4Q14 vs.
	4Q14		3Q14		4Q13		3Q14			4Q13
Personnel expense	$	409	$	405	$	398		1.0	%		2.8	%
Nonpersonnel expense		295		299		314		(1.3	)		(6.1	)
Total noninterest expense	$	704	$	704	$	712		—			(1.1	)%

Key’s noninterest expense was $704 million for the fourth quarter of 2014, compared to $712 million for the same period last year. This decline reflects lower efficiency- and pension-related charges and other expense. These decreases were slightly offset by higher incentive compensation expense related to the performance of our business and a full-quarter impact of the recently-acquired Pacific Crest Securities.

Compared to the third quarter of 2014, noninterest expense remained flat. Lower expenses related to Key’s efficiency initiative and pension settlement charges were offset by higher incentive compensation expense related to the performance of our business and a full-quarter impact of the recently-acquired Pacific Crest Securities.

BALANCE SHEET HIGHLIGHTS

As of December 31, 2014, Key had total assets of $93.8 billion compared to $89.8 billion at September 30, 2014, and $92.9 billion at December 31, 2013.

Average Loans

dollars in millions							Change 12-31-14 vs.
	12-31-14		9-30-14		12-31-13		9-30-14			12-31-13
Commercial, financial and agricultural (a)	$	27,188	$	26,456	$	24,218		2.8	%		12.3	%
Other commercial loans		13,357		13,317		13,266		.3			.7
Total home equity loans		10,639		10,658		10,653		(.2	)		(.1	)
Other consumer loans		5,357		5,365		5,471		(.1	)		(2.1	)
Total loans	$	56,541	$	55,796	$	53,608		1.3	%		5.5	%

(a) Commercial, financial and agricultural average loan balances include $90 million, $92 million, and $97 million of assets from commercial credit cards at December 31, 2014, September 30, 2014, and December 31, 2013, respectively.

Average loans were $56.5 billion for the fourth quarter of 2014, an increase of $2.9 billion compared to the fourth quarter of 2013. The loan growth occurred primarily in the commercial, financial and agricultural portfolio, which increased $3 billion and was broad-based across Key’s commercial lines of business. Consumer loans declined slightly as modest increases across Key’s core consumer loan portfolio were more than offset by run-off in Key’s designated consumer exit portfolio.

Compared to the third quarter of 2014, average loans increased by $745 million. Commercial, financial and agricultural loans increased by $732 million, accounting for the majority of the loan growth. On a period-end basis, commercial, financial and agricultural loans increased $1.3 billion over the linked quarter as most of the balance growth occurred towards the latter part of the fourth quarter. Consumer loans were relatively unchanged from the linked quarter as modest growth in the core consumer loan portfolio during the fourth quarter was substantially offset by run-off in Key’s consumer exit portfolio.

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 5

Average Deposits

dollars in millions										Change 12-31-14 vs.
	12-31-14			9-30-14			12-31-13			9-30-14			12-31-13
Non-time deposits (a)	$	63,541		$	61,699		$	61,394			3.0	%		3.5	%
Certificates of deposit ($100,000 or more)		2,277			2,629			2,649			(13.4	)		(14.0	)
Other time deposits		3,306			3,413			3,736			(3.1	)		(11.5	)
Total deposits	$	69,124		$	67,741		$	67,779			2.0	%		2.0	%
Cost of total deposits (a)		.15	%		.16	%		.20	%		N/A			N/A

(a) Excludes deposits in foreign office.

N/A = Not Applicable

Average deposits, excluding deposits in foreign office, totaled $69.1 billion for the fourth quarter of 2014, an increase of $1.3 billion compared to the year-ago quarter. Demand deposits increased by $1.3 billion, and NOW and money market deposit accounts increased $977 million, mostly due to growth related to commercial client inflows as well as increases related to the commercial mortgage servicing business. These increases were partially offset by run-off in certificates of deposit.

Compared to the third quarter of 2014, average deposits, excluding deposits in foreign office, increased by $1.4 billion. Demand deposits were up $1 billion, driven by large commercial client inflows. Interest-bearing deposits increased $343 million as increases in NOW and money market deposits accounts more than offset the run-off in certificates of deposits.

ASSET QUALITY

dollars in millions										Change 4Q14 vs.
	4Q14			3Q14			4Q13			3Q14			4Q13
Net loan charge-offs	$	32		$	31		$	37			3.2	%		(13.5	)%
Net loan charge-offs to average total loans		.22	%		.22	%		.27	%		N/A			N/A
Nonperforming loans at period end (a)	$	418		$	401		$	508			4.2			(17.7	)
Nonperforming assets at period end		436			418			531			4.3			(17.9	)
Allowance for loan and lease losses		794			804			848			(1.2	)		(6.4	)
Allowance for loan and lease losses to nonperforming loans		190.0	%		200.5	%		166.9	%		N/A			N/A
Provision (credit) for loan and lease losses	$	22		$	21		$	19			4.8	%		15.8	%

(a) Loan balances exclude $13 million, $14 million, and $16 million of purchased credit impaired loans at December 31, 2014, September 30, 2014, and December 31, 2013, respectively.

N/A = Not Applicable

Key’s provision for loan and lease losses was $22 million for the fourth quarter of 2014, compared to $21 million for the third quarter of 2014 and $19 million for the year-ago quarter. Key’s allowance for loan and lease losses was $794 million, or 1.38% of total period-end loans, at December 31, 2014, compared to 1.43% at September 30, 2014, and 1.56% at December 31, 2013.

Net loan charge-offs for the fourth quarter of 2014 totaled $32 million, or .22% of average total loans. These results compare to $31 million, or .22%, for the third quarter of 2014, and $37 million, or .27%, for the same period last year.

At December 31, 2014, Key’s nonperforming loans totaled $418 million and represented .73% of period-end portfolio loans, compared to ..71% at September 30, 2014, and .93% at December 31, 2013. Nonperforming assets at December 31, 2014, totaled $436 million and represented .76% of period-end portfolio loans and OREO and other nonperforming assets, compared to .74% at September 30, 2014, and .97% at December 31, 2013.

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 6

CAPITAL

Key’s estimated risk-based capital ratios included in the following table continued to exceed all “well-capitalized” regulatory benchmarks at December 31, 2014.

Capital Ratios

	12-31-14			9-30-14			12-31-13
Tier 1 common equity (a), (b)		11.18	%		11.26	%		11.22	%
Tier 1 risk-based capital (a)		11.91			12.01			11.96
Total risk based capital (a)		13.91			14.10			14.33
Tangible common equity to tangible assets (b)		9.88			10.26			9.80
Leverage (a)		11.27			11.15			11.11

(a) 12-31-14 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 December 31, 2014, Key’s estimated Tier 1 common equity and Tier 1 risk-based capital ratios stood at 11.18% and 11.91%, respectively. In addition, the tangible common equity ratio was 9.88% at December 31, 2014.

In October 2013, federal banking regulators published the final Basel III capital framework for U.S. banking organizations (the “Regulatory Capital Rules”). While the Regulatory Capital Rules became effective January 1, 2014, the mandatory compliance date for Key as a “standardized approach” banking organization begins on January 1, 2015, subject to transitional provisions extending to January 1, 2019. Key’s estimated Common Equity Tier 1 as calculated under the Regulatory Capital Rules was 10.69% at December 31, 2014. This estimate exceeds the fully phased-in required minimum Common Equity Tier 1 and Capital Conservation Buffer of 7.00%.

Summary of Changes in Common Shares Outstanding

in thousands										Change 4Q14 vs.
	4Q14			3Q14			4Q13			3Q14			4Q13
Shares outstanding at beginning of period		868,477			876,823			897,821			(1.0	)%		(3.3	)%
Common shares repurchased		(9,786	)		(8,830	)		(7,659	)		10.8			27.8
Shares reissued (returned) under employee benefit plans		712			484			562			47.1			26.7
Shares outstanding at end of period		859,403			868,477			890,724			(1.0	)%		(3.5	)%

As previously reported, Key’s 2014 CCAR capital plan includes common share repurchases of up to $542 million, which include open market repurchases plus repurchases to offset issuances of common shares under our employee compensation plans, and are expected to be executed through the first quarter of 2015. During the fourth quarter of 2014, Key completed $128 million of common share repurchases.

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

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 4Q14 vs.
	4Q14			3Q14			4Q13			3Q14			4Q13
Revenue from continuing operations (TE)
Key Community Bank	$	558		$	559		$	567			(.2	)%		(1.6	)%
Key Corporate Bank		458			395			405			15.9			13.1
Other Segments		63			47			73			34.0			(13.7	)
Total segments		1,079			1,001			1,045			7.8			3.3
Reconciling Items		(1	)		(3	)		(3	)		N/M			N/M
Total	$	1,078		$	998		$	1,042			8.0	%		3.5	%
Income (loss) from continuing operations attributable to Key
Key Community Bank	$	62		$	57		$	42			8.8	%		47.6	%
Key Corporate Bank		137			119			133			15.1			3.0
Other Segments		51			48			62			6.3			(17.7	)
Total segments		250			224			237			11.6			5.5
Reconciling Items		1			(21	)		(2	)		N/M			N/M
Total	$	251		$	203		$	235			23.6	%		6.8	%

TE = Taxable equivalent, N/M = Not Meaningful

Key Community Bank

dollars in millions							Change 4Q14 vs.
	4Q14		3Q14		4Q13		3Q14			4Q13
Summary of operations
Net interest income (TE)	$	363	$	360	$	377		.8	%		(3.7	)%
Noninterest income		195		199		190		(2.0	)		2.6
Total revenue (TE)		558		559		567		(.2	)		(1.6	)
Provision (credit) for loan and lease losses		11		31		32		(64.5	)		(65.6	)
Noninterest expense		449		437		468		2.7			(4.1	)
Income (loss) before income taxes (TE)		98		91		67		7.7			46.3
Allocated income taxes (benefit) and TE adjustments		36		34		25		5.9			44.0
Net income (loss) attributable to Key	$	62	$	57	$	42		8.8	%		47.6	%
Average balances
Loans and leases	$	30,478	$	30,103	$	29,597		1.2	%		3.0	%
Total assets		32,598		32,209		31,790		1.2			2.5
Deposits		50,850		50,302		50,493		1.1			.7
Assets under management at period end	$	39,157	$	39,249	$	36,815		(.2	)%		6.4	%

TE = Taxable Equivalent

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 8

Additional Key Community Bank Data

dollars in millions										Change 4Q14 vs.
	4Q14			3Q14			4Q13			3Q14			4Q13
Noninterest income
Trust and investment services income	$	75		$	73		$	70			2.7	%		7.1	%
Service charges on deposit accounts		54			57			58			(5.3	)		(6.9	)
Cards and payments income		40			39			37			2.6			8.1
Other noninterest income		26			30			25			(13.3	)		4.0
Total noninterest income	$	195		$	199		$	190			(2.0	)%		2.6	%
Average deposit balances
NOW and money market deposit accounts	$	27,690		$	27,403		$	27,442			1.0	%		.9	%
Savings deposits		2,378			2,418			2,472			(1.7	)		(3.8	)
Certificates of deposit ($100,000 or more)		1,793			2,072			2,124			(13.5	)		(15.6	)
Other time deposits		3,301			3,406			3,731			(3.1	)		(11.5	)
Deposits in foreign office		332			320			285			3.8			16.5
Noninterest-bearing deposits		15,356			14,683			14,439			4.6			6.4
Total deposits	$	50,850		$	50,302		$	50,493			1.1	%		.7	%
Home equity loans
Average balance	$	10,365		$	10,368		$	10,310
Weighted-average loan-to-value ratio (at date of origination)		71	%		71	%		71	%
Percent first lien positions		60			59			58
Other data
Branches		994			997			1,028
Automated teller machines		1,287			1,290			1,335

Key Community Bank Summary of Operations

• Average loan and lease balances up 3% from prior year

• Average core deposits up 1.3% from prior year

• Net income attributable to Key Community Bank up 47.6% from the prior year

Key Community Bank recorded net income attributable to Key of $62 million for the fourth quarter of 2014, compared to net income attributable to Key of $42 million for the year-ago quarter.

Taxable-equivalent net interest income decreased by $14 million, or 3.7%, from the fourth quarter of 2013. Average loans and leases grew 3% while average core deposits increased 1.3% from one year ago. However, these volume-related increases were offset by declines in the deposit spread as a result of the continued low-rate environment.

Noninterest income increased $5 million, or 2.6%, from the year-ago quarter. This increase was due to growth in trust and investment services income of $5 million, cards and payments of $3 million, and other noninterest income of $1 million. Slightly offsetting these increases was a decline in service charges on deposit accounts of $4 million due to lower maintenance fees and overdraft charges.

The provision for loan and lease losses decreased by $21 million, or 65.6%, from the fourth quarter of 2013. Net loan charge-offs declined $3 million from the same period one year ago.

Noninterest expense declined by $19 million, or 4.1%, from the year-ago quarter as a result of Key’s efficiency initiative. Personnel expense declined $2 million compared to the fourth quarter of 2013. Nonpersonnel expense decreased $17 million primarily due to internally-allocated costs.

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 9

Key Corporate Bank

dollars in millions									Change 4Q14 vs.
	4Q14		3Q14			4Q13			3Q14			4Q13
Summary of operations
Net interest income (TE)	$	217	$	212		$	198			2.4	%		9.6	%
Noninterest income		241		183			207			31.7			16.4
Total revenue (TE)		458		395			405			15.9			13.1
Provision (credit) for loan and lease losses		4		(5	)		(10	)		N/M			N/M
Noninterest expense		239		212			210			12.7			13.8
Income (loss) before income taxes (TE)		215		188			205			14.4			4.9
Allocated income taxes and TE adjustments		78		69			72			13.0			8.3
Net income (loss) attributable to Key	$	137	$	119		$	133			15.1			3.0	%
Average balances
Loans and leases	$	23,293	$	22,700		$	20,334			2.6	%		14.6	%
Loans held for sale		855		481			668			77.8			28.0
Total assets		27,227		26,460			24,339			2.9			11.9
Deposits		18,074		17,310			17,286			4.4			4.6
Assets under management at period end		—	$	34		$	90			N/M			N/M

TE = Taxable Equivalent, N/M = Not Meaningful

Additional Key Corporate Bank Data

dollars in millions								Change 4Q14 vs.
	4Q14			3Q14		4Q13		3Q14			4Q13
Noninterest income
Trust and investment services income	$	37		$	26	$	28		42.3	%		32.1	%
Investment banking and debt placement fees		125			86		84		45.3			48.8
Operating lease income and other leasing gains		17			14		20		21.4			(15.0	)
Corporate services income		43			30		29		43.3			48.3
Service charges on deposit accounts		10			11		10		(9.1	)		—
Cards and payments income		3			3		3		—			—
Payments and services income		56			44		42		27.3			33.3
Mortgage servicing fees		11			9		22		22.2	%		(50.0	)%
Other noninterest income		(5	)		4		11		N/M			N/M
Total noninterest income	$	241		$	183	$	207		31.7			16.4

N/M = Not Meaningful

Key Corporate Bank Summary of Operations

• Record high quarter and year for investment banking and debt placement fees

• Average loan and lease balances up 14.6% from the prior year

• Average deposits up 4.6% from the prior year

Key Corporate Bank recorded net income attributable to Key of $137 million for the fourth quarter of 2014, compared to $133 million for the same period one year ago.

Taxable-equivalent net interest income increased by $19 million, or 9.6%, compared to the fourth quarter of 2013. Average earning assets increased $2.7 billion, or 12.2%, from the year-ago quarter, primarily driven by loan growth in commercial, financial and agricultural and real estate commercial mortgage. This growth in earning assets drove an increase of $9 million in earning asset spread. Average deposit balances increased $788 million, or 4.6%, from the year-ago quarter, driven by commercial mortgage servicing deposits and other commercial client inflows. This growth in deposit balances drove an increase of $8 million in deposit and borrowing spread.

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 10

Noninterest income was up $34 million, or 16.4% from the prior year. This growth was primarily due to a record high quarter for investment banking and debt placement fees, which increased $41 million or 48.8%, driven by Key’s business model. Corporate services income increased $14 million due to higher derivatives income and non-yield loan fees. Trust and investment services income increased $9 million, mostly due to a full-quarter impact of the recently-acquired Pacific Crest Securities. Partially offsetting these increases were declines in mortgage servicing fees due to lower special servicing fees, and other income.

The provision for loan and lease losses increased $14 million compared to the fourth quarter of 2013 related to loan growth.

Noninterest expense increased by $29 million, or 13.8%, from the fourth quarter of 2013. This increase was due to higher incentive compensation expense related to the performance of the business and a full-quarter impact of the recently-acquired Pacific Crest Securities.

Other Segments

Other Segments consist of Corporate Treasury, Community Development, Key’s Principal Investing unit, and various exit portfolios. Other Segments generated net income attributable to Key of $51 million for the fourth quarter of 2014, compared to net income attributable to Key of $62 million for the same period last year. These results were primarily attributable to decreases of $7 million in operating lease income and other leasing gains and $5 million in net interest income from the prior year.

*****

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 $93.8 billion at December 31, 2014.

Key provides deposit, lending, cash management and investment services to individuals and small and mid-sized businesses in 12 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 Fourth Quarter 2014 Profit

January 22, 2015

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
Melanie Misconish
216.689.4545
Melanie_Misconish@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 “outlook,” “goal,” “objective,” “plan,” “expect,” “anticipate,” “intend,” “project,” “believe,” or “estimate.” Forward-looking statements represent management’s current expectations and forecasts regarding future events. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause Key’s actual results to differ from those described in the forward-looking statements can be found in KeyCorp’s Form 10-K for the year ended December 31, 2013, 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: deterioration of commercial real estate market fundamentals, adverse changes in credit quality trends, declining asset prices, changes in local, regional and international business, economic or political conditions, and the extensive and increasing regulation of the U.S. financial services industry. Forward looking statements speak only as of the date they are made and Key does not undertake any obligation to update the forward-looking statements to reflect new information or future events.

Notes to Editors:

A live Internet broadcast of KeyCorp’s conference call to discuss quarterly results and currently anticipated earnings trends and to answer analysts’ questions can be accessed through the Investor Relations section at https://www.key.com/ir at 9:00 a.m. ET, on Thursday, January 22, 2015. An audio replay of the call will be available through January 29, 2015.

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 Fourth Quarter 2014 Profit

January 22, 2015

Page 12

KeyCorp

Fourth Quarter 2014

Financial Supplement

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

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 13

Financial Highlights

(dollars in millions, except per share amounts)

	Three months ended
	12-31-14			9-30-14			12-31-13
Summary of operations
Net interest income (TE)	$	588		$	581		$	589
Noninterest income		490			417			453
Total revenue (TE)		1,078			998			1,042
Provision (credit) for loan and lease losses		22			21			19
Noninterest expense		704			704			712
Income (loss) from continuing operations attributable to Key		251			203			235
Income (loss) from discontinued operations, net of taxes (a)		2			(17	)		(5	)
Net income (loss) attributable to Key		253			186			230
Income (loss) from continuing operations attributable to Key common shareholders	$	246		$	197		$	229
Income (loss) from discontinued operations, net of taxes (a)		2			(17	)		(5	)
Net income (loss) attributable to Key common shareholders		248			180			224
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.29		$	.23		$	.26
Income (loss) from discontinued operations, net of taxes (a)		—			(.02	)		(.01	)
Net income (loss) attributable to Key common shareholders (b)		.29			.21			.25
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution		.28			.23			.26
Income (loss) from discontinued operations, net of taxes — assuming dilution (a)		—			(.02	)		(.01	)
Net income (loss) attributable to Key common shareholders — assuming dilution (b)		.28			.21			.25
Cash dividends paid		.065			.065			.055
Book value at period end		11.91			11.74			11.25
Tangible book value at period end		10.65			10.47			10.11
Market price at period end		13.90			13.33			13.42
Performance ratios
From continuing operations:
Return on average total assets		1.12	%		.92	%		1.08	%
Return on average common equity		9.50			7.68			9.10
Return on average tangible common equity (c)		10.64			8.55			10.13
Net interest margin (TE)		2.94			2.96			3.01
Cash efficiency ratio (c)		64.4			69.5			67.4
From consolidated operations:
Return on average total assets		1.10	%		.81	%		1.00	%
Return on average common equity		9.58			7.01			8.90
Return on average tangible common equity (c)		10.72			7.81			9.91
Net interest margin (TE)		2.93			2.94			2.91
Loan to deposit (d)		84.6			87.4			83.8
Capital ratios at period end
Key shareholders’ equity to assets		11.22	%		11.68	%		11.09	%
Key common shareholders’ equity to assets		10.91			11.36			10.78
Tangible common equity to tangible assets (c)		9.88			10.26			9.80
Tier 1 common equity (c), (e)		11.18			11.26			11.22
Tier 1 risk-based capital (e)		11.91			12.01			11.96
Total risk-based capital (e)		13.91			14.10			14.33
Leverage (e)		11.27			11.15			11.11
Asset quality — from continuing operations
Net loan charge-offs	$	32		$	31		$	37
Net loan charge-offs to average loans		.22	%		.22	%		.27	%
Allowance for loan and lease losses	$	794		$	804		$	848
Allowance for credit losses		830			839			885
Allowance for loan and lease losses to period-end loans		1.38	%		1.43	%		1.56	%
Allowance for credit losses to period-end loans		1.45			1.49			1.63
Allowance for loan and lease losses to nonperforming loans		190.0			200.5			166.9
Allowance for credit losses to nonperforming loans		198.6			209.2			174.2
Nonperforming loans at period end (f)	$	418		$	401		$	508
Nonperforming assets at period end		436			418			531
Nonperforming loans to period-end portfolio loans		.73	%		.71	%		.93	%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets		.76			.74			.97
Trust and brokerage assets
Assets under management	$	39,157		$	39,283		$	36,905
Nonmanaged and brokerage assets		49,147			48,273			47,418
Other data
Average full-time equivalent employees		13,590			13,905			14,197
Branches		994			997			1,028
Taxable-equivalent adjustment	$	6		$	6		$	6

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 14

Financial Highlights (continued)

(dollars in millions, except per share amounts)

	Twelve months ended
	12-31-14			12-31-13
Summary of operations
Net interest income (TE)	$	2,317		$	2,348
Noninterest income		1,797			1,766
Total revenue (TE)		4,114			4,114
Provision (credit) for loan and lease losses		59			130
Noninterest expense		2,759			2,820
Income (loss) from continuing operations attributable to Key		939			870
Income (loss) from discontinued operations, net of taxes (a)		(39	)		40
Net income (loss) attributable to Key		900			910
Income (loss) from continuing operations attributable to Key common shareholders	$	917		$	847
Income (loss) from discontinued operations, net of taxes (a)		(39	)		40
Net income (loss) attributable to Key common shareholders		878			887
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	1.05		$	.93
Income (loss) from discontinued operations, net of taxes (a)		(.04	)		.04
Net income (loss) attributable to Key common shareholders (b)		1.01			.98
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution		1.04			.93
Income (loss) from discontinued operations, net of taxes — assuming dilution (a)		(.04	)		.04
Net income (loss) attributable to Key common shareholders — assuming dilution (b)		.99			.97
Cash dividends paid		.25			.215
Performance ratios
From continuing operations:
Return on average total assets		1.08	%		1.03	%
Return on average common equity		9.01			8.48
Return on average tangible common equity (c)		10.04			9.45
Net interest margin (TE)		2.97			3.12
Cash efficiency ratio (c)		66.1			67.5
From consolidated operations:
Return on average total assets		.99	%		1.02	%
Return on average common equity		8.63			8.88
Return on average tangible common equity (c)		9.61			9.90
Net interest margin (TE)		2.94			3.02
Asset quality — from continuing operations
Net loan charge-offs	$	113		$	168
Net loan charge-offs to average total loans		.20	%		.32	%
Other data
Average full-time equivalent employees		13,853			14,783
Taxable-equivalent adjustment	$	24		$	23

(a) In April 2009, management decided to wind down the operations of Austin Capital Management, Ltd., a subsidiary that specialized in managing hedge fund investments for institutional customers. In September 2009, management decided to discontinue the education lending business conducted through Key Education Resources, the education payment and financing unit of KeyBank National Association. In February 2013, Key decided to sell its investment subsidiary, Victory Capital Management, and its broker-dealer affiliate, Victory Capital Advisors, to a private equity fund. As a result of these decisions, Key has accounted for these businesses as discontinued operations.

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

(c) The following table entitled “GAAP to Non-GAAP Reconciliations” presents the computations of certain financial measures related to “tangible common equity,” “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 for periods prior to September 30, 2014) divided by period-end consolidated total deposits (excluding deposits in foreign office).

(e) 12-31-14 ratio is estimated.

(f) Loan balances exclude $13 million, $14 million, and $16 million of purchased credit impaired loans at December 31, 2014, September 30, 2014, and December 31, 2013, respectively.

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

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

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.

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

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

	Three months ended
	12-31-14			9-30-14			12-31-13
Tangible common equity to tangible assets at period end
Key shareholders’ equity (GAAP)	$	10,530		$	10,486		$	10,303
Less:    Intangible assets (a)		1,090			1,105			1,014
Preferred Stock, Series A (b)		282			282			282
Tangible common equity (non-GAAP)	$	9,158		$	9,099		$	9,007
Total assets (GAAP)	$	93,821		$	89,784		$	92,934
Less:    Intangible assets (a)		1,090			1,105			1,014
Tangible assets (non-GAAP)	$	92,731		$	88,679		$	91,920
Tangible common equity to tangible assets ratio (non-GAAP)		9.88	%		10.26	%		9.80	%
Tier 1 common equity at period end
Key shareholders’ equity (GAAP)	$	10,530		$	10,486		$	10,303
Qualifying capital securities		340			340			339
Less:    Goodwill		1,057			1,051			979
Accumulated other comprehensive income (loss) (c)		(395	)		(366	)		(394	)
Other assets (d)		89			110			89
Total Tier 1 capital (regulatory)		10,119			10,031			9,968
Less:    Qualifying capital securities		340			340			339
Preferred Stock, Series A (b)		282			282			282
Total Tier 1 common equity (non-GAAP)	$	9,497		$	9,409		$	9,347
Net risk-weighted assets (regulatory) (e)	$	84,976		$	83,547		$	83,328
Tier 1 common equity ratio (non-GAAP) (e)		11.18	%		11.26	%		11.22	%
Pre-provision net revenue
Net interest income (GAAP)	$	582		$	575		$	583
Plus:    Taxable-equivalent adjustment		6			6			6
Noninterest income (GAAP)		490			417			453
Less:    Noninterest expense (GAAP)		704			704			712
Pre-provision net revenue from continuing operations (non-GAAP)	$	374		$	294		$	330

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 16

GAAP to Non-GAAP Reconciliations (continued)

(dollars in millions)

	Three months ended
	12-31-14			9-30-14			12-31-13
Average tangible common equity
Average Key shareholders’ equity (GAAP)	$	10,562		$	10,473		$	10,272
Less:    Intangible assets (average) (f)		1,096			1,037			1,016
Preferred Stock, Series A (average)		291			291			291
Average tangible common equity (non-GAAP)	$	9,175		$	9,145		$	8,965
Return on average tangible common equity from continuing operations
Net income (loss) from continuing operations attributable to Key common shareholders (GAAP)	$	246		$	197		$	229
Average tangible common equity (non-GAAP)		9,175			9,145			8,965
Return on average tangible common equity from continuing operations (non-GAAP)		10.64	%		8.55	%		10.13	%
Return on average tangible common equity consolidated
Net income (loss) attributable to Key common shareholders (GAAP)	$	248		$	180		$	224
Average tangible common equity (non-GAAP)		9,175			9,145			8,965
Return on average tangible common equity consolidated (non-GAAP)		10.72	%		7.81	%		9.91	%
Cash efficiency ratio
Noninterest expense (GAAP)	$	704		$	704		$	712
Less:    Intangible asset amortization (GAAP)		10			10			10
Adjusted noninterest expense (non-GAAP)	$	694		$	694		$	702
Net interest income (GAAP)	$	582		$	575		$	583
Plus:    Taxable-equivalent adjustment		6			6			6
Noninterest income (GAAP)		490			417			453
Total taxable-equivalent revenue (non-GAAP)	$	1,078		$	998		$	1,042
Cash efficiency ratio (non-GAAP)		64.4	%		69.5	%		67.4	%

	Three months ended
	12-31-14			9-30-14
Common Equity Tier 1 under the Regulatory Capital Rules (estimates)
Tier 1 common equity under current regulatory rules	$	9,497		$	9,409
Adjustments from current regulatory rules to the Regulatory Capital Rules:
Deferred tax assets and other (g)		(86	)		(93	)
Common Equity Tier 1 anticipated under the Regulatory Capital Rules (h)	$	9,411		$	9,316
Net risk-weighted assets under current regulatory rules	$	84,976		$	83,547
Adjustments from current regulatory rules to the Regulatory Capital Rules:
Loan commitments less than one year		1,077			1,039
Past due loans		103			114
Mortgage servicing assets (i)		472			462
Deferred tax assets (i)		226			201
Other		1,211			1,172
Total risk-weighted assets anticipated under the Regulatory Capital Rules (h)	$	88,065		$	86,535
Common Equity Tier 1 ratio under the Regulatory Capital Rules		10.69	%		10.77	%

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 17

GAAP to Non-GAAP Reconciliations (continued)

(dollars in millions)

	Twelve months ended
	12-31-14			12-31-13
Pre-provision net revenue
Net interest income (GAAP)	$	2,293		$	2,325
Plus:    Taxable-equivalent adjustment		24			23
Noninterest income (GAAP)		1,797			1,766
Less:    Noninterest expense (GAAP)		2,759			2,820
Pre-provision net revenue from continuing operations (non-GAAP)	$	1,355		$	1,294
Average tangible common equity
Average Key shareholders’ equity (GAAP)	$	10,467		$	10,276
Less:    Intangible assets (average) (j)		1,039			1,021
Preferred Stock, Series A (average)		291			291
Average tangible common equity (non-GAAP)	$	9,137		$	8,964
Return on average tangible common equity from continuing operations
Net income (loss) from continuing operations attributable to Key common shareholders (GAAP)	$	917		$	847
Average tangible common equity (non-GAAP)		9,137			8,964
Return on average tangible common equity from continuing operations (non-GAAP)		10.04	%		9.45	%
Return on average tangible common equity consolidated
Net income (loss) attributable to Key common shareholders (GAAP)	$	878		$	887
Average tangible common equity (non-GAAP)		9,137			8,964
Return on average tangible common equity consolidated (non-GAAP)		9.61	%		9.90	%
Cash efficiency ratio
Noninterest expense (GAAP)	$	2,759		$	2,820
Less:    Intangible asset amortization (GAAP)		39			44
Adjusted noninterest expense (non-GAAP)	$	2,720		$	2,776
Net interest income (GAAP)	$	2,293		$	2,325
Plus:    Taxable-equivalent adjustment		24			23
Noninterest income (GAAP)		1,797			1,766
Total taxable-equivalent revenue (non-GAAP)	$	4,114		$	4,114
Cash efficiency ratio (non-GAAP)		66.1	%		67.5	%

(a) For the three months ended December 31, 2014, September 30, 2014, and December 31, 2013, intangible assets exclude $68 million, $72 million, and $92 million, respectively, of period-end purchased credit card receivables.

(b) Net of capital surplus.

(c) 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.

(d) 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 December 31, 2014, September 30, 2014, and December 31, 2013.

(e) 12-31-14 amount is estimated.

(f) For the three months ended December 31, 2014, September 30, 2014, and December 31, 2013, average intangible assets exclude $69 million, $76 million, and $96 million, respectively, of average purchased credit card receivables.

(g) Includes the deferred tax asset subject to future taxable income for realization, primarily tax credit carryforwards, as well as the deductible portion of purchased credit card receivables.

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

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

(j) For the twelve months ended December 31, 2014, and December 31, 2013, average intangible assets exclude $79 million and $107 million, respectively, of average purchased credit card receivables.

GAAP = U.S. generally accepted accounting principles

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 18

Consolidated Balance Sheets

(dollars in millions)

	12-31-14			9-30-14			12-31-13
Assets
Loans	$	57,381		$	56,155		$	54,457
Loans held for sale		734			784			611
Securities available for sale		13,360			12,245			12,346
Held-to-maturity securities		5,015			4,997			4,756
Trading account assets		750			965			738
Short-term investments		4,269			2,342			5,590
Other investments		760			822			969
Total earning assets		82,269			78,310			79,467
Allowance for loan and lease losses		(794	)		(804	)		(848	)
Cash and due from banks		653			651			617
Premises and equipment		841			832			885
Operating lease assets		330			304			305
Goodwill		1,057			1,051			979
Other intangible assets		101			126			127
Corporate-owned life insurance		3,479			3,456			3,408
Derivative assets		609			413			407
Accrued income and other assets		2,952			3,024			3,015
Discontinued assets		2,324			2,421			4,572
Total assets	$	93,821		$	89,784		$	92,934
Liabilities
Deposits in domestic offices:
NOW and money market deposit accounts	$	34,536		$	33,941		$	33,952
Savings deposits		2,371			2,390			2,472
Certificates of deposit ($100,000 or more)		2,040			2,533			2,631
Other time deposits		3,259			3,338			3,648
Total interest-bearing deposits		42,206			42,202			42,703
Noninterest-bearing deposits		29,228			25,697			26,001
Deposits in foreign office — interest-bearing		564			557			558
Total deposits		71,998			68,456			69,262
Federal funds purchased and securities sold under repurchase agreements		575			657			1,534
Bank notes and other short-term borrowings		423			996			343
Derivative liabilities		784			384			414
Accrued expense and other liabilities		1,621			1,613			1,557
Long-term debt		7,875			7,172			7,650
Discontinued liabilities		3			3			1,854
Total liabilities		83,279			79,281			82,614
Equity
Preferred stock, Series A		291			291			291
Common shares		1,017			1,017			1,017
Capital surplus		3,986			3,984			4,022
Retained earnings		8,273			8,082			7,606
Treasury stock, at cost		(2,681	)		(2,563	)		(2,281	)
Accumulated other comprehensive income (loss)		(356	)		(325	)		(352	)
Key shareholders’ equity		10,530			10,486			10,303
Noncontrolling interests		12			17			17
Total equity		10,542			10,503			10,320
Total liabilities and equity	$	93,821		$	89,784		$	92,934
Common shares outstanding (000)		859,403			868,477			890,724

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 19

Consolidated Statements of Income

(dollars in millions, except per share amounts)

	Three months ended								Twelve months ended
	12-31-14		9-30-14			12-31-13			12-31-14			12-31-13
Interest income
Loans	$	534	$	531		$	532		$	2,110		$	2,151
Loans held for sale		8		4			6			21			20
Securities available for sale		67		67			75			277			311
Held-to-maturity securities		23		25			22			93			82
Trading account assets		6		6			6			25			21
Short-term investments		2		2			2			6			6
Other investments		6		4			6			22			29
Total interest income		646		639			649			2,554			2,620
Interest expense
Deposits		26		28			34			117			158
Federal funds purchased and securities sold under repurchase agreements		—		1			—			2			2
Bank notes and other short-term borrowings		3		2			3			9			8
Long-term debt		35		33			29			133			127
Total interest expense		64		64			66			261			295
Net interest income		582		575			583			2,293			2,325
Provision (credit) for loan and lease losses		22		21			19			59			130
Net interest income (expense) after provision for loan and lease losses		560		554			564			2,234			2,195
Noninterest income
Trust and investment services income		112		99			98			403			393
Investment banking and debt placement fees		126		88			84			397			333
Service charges on deposit accounts		64		68			68			261			281
Operating lease income and other leasing gains		15		17			26			96			117
Corporate services income		53		42			40			178			172
Cards and payments income		43		42			40			166			162
Corporate-owned life insurance income		38		26			33			118			120
Consumer mortgage income		3		3			3			10			19
Mortgage servicing fees		11		9			22			46			58
Net gains (losses) from principal investing		18		9			20			78			52
Other income (a), (b)		7		14			19			44			59
Total noninterest income		490		417			453			1,797			1,766
Noninterest expense
Personnel		409		405			398			1,591			1,609
Net occupancy		63		66			73			261			275
Computer processing		40		39			40			158			156
Business services and professional fees		38		36			42			156			151
Equipment		23		25			26			96			104
Operating lease expense		11		11			10			42			47
Marketing		16		15			18			49			51
FDIC assessment		9		9			7			30			30
Intangible asset amortization		10		10			10			39			44
Provision (credit) for losses on lending-related commitments		—		(2	)		(3	)		(2	)		8
OREO expense, net		2		1			2			5			7
Other expense		83		89			89			334			338
Total noninterest expense		704		704			712			2,759			2,820
Income (loss) from continuing operations before income taxes		346		267			305			1,272			1,141
Income taxes		94		64			70			326			271
Income (loss) from continuing operations		252		203			235			946			870
Income (loss) from discontinued operations, net of taxes		2		(17	)		(5	)		(39	)		40
Net income (loss)		254		186			230			907			910
Less: Net income (loss) attributable to noncontrolling interests		1		—			—			7			—
Net income (loss) attributable to Key	$	253	$	186		$	230		$	900		$	910
Income (loss) from continuing operations attributable to Key common shareholders	$	246	$	197		$	229		$	917		$	847
Net income (loss) attributable to Key common shareholders		248		180			224			878			887
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.29	$	.23		$	.26		$	1.05		$	.93
Income (loss) from discontinued operations, net of taxes		—		(.02	)		(.01	)		(.04	)		.04
Net income (loss) attributable to Key common shareholders (c)		.29		.21			.25			1.01			.98
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders	$	.28	$	.23		$	.26		$	1.04		$	.93
Income (loss) from discontinued operations, net of taxes		—		(.02	)		(.01	)		(.04	)		.04
Net income (loss) attributable to Key common shareholders (c)		.28		.21			.25			.99			.97
Cash dividends declared per common share	$	.065	$	.065		$	.055		$	.25		$	.215
Weighted-average common shares outstanding (000)		858,811		867,350			890,516			871,464			906,524
Effect of convertible preferred stock		20,602		—			—			—			—
Effect of common share options and other stock awards		6,773		6,772			7,196			6,735			6,047
Weighted-average common shares and potential common shares outstanding (000) (d)		886,186		874,122			897,712			878,199			912,571

(a) For the three months ended December 31, 2014, September 30, 2014, and December 31, 2013, net securities gains (losses) totaled less than $1 million, less than $1 million, and $1 million, respectively. For the three months ended December 31, 2014, September 30, 2014, and December 31, 2013, Key did not have any impairment losses related to securities.

(b) For the twelve months ended December 31, 2014, and December 31, 2013, net securities gains (losses) totaled less than $1 million and $1 million, respectively. For the twelve months ended December 31, 2014, and December 31, 2013, Key did not have any impairment losses related to securities.

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

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

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 20

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

(dollars in millions)

	Fourth Quarter 2014								Third Quarter 2014								Fourth Quarter 2013
	Average Balance			Interest (a)		Yield/Rate (a)			Average Balance			Interest (a)		Yield/Rate (a)			Average Balance			Interest (a)		Yield/Rate (a)
Assets
Loans: (b), (c)
Commercial, financial and agricultural (d)	$	27,188		$	223		3.24	%	$	26,456		$	218		3.28	%	$	24,218		$	212		3.47	%
Real estate — commercial mortgage		8,161			77		3.73			8,142			78		3.79			7,678			78		4.01
Real estate — construction		1,077			10		3.90			1,030			10		3.78			1,075			11		4.21
Commercial lease financing		4,119			38		3.67			4,145			38		3.66			4,513			41		3.62
Total commercial loans		40,545			348		3.40			39,773			344		3.44			37,484			342		3.62
Real estate — residential mortgage		2,223			24		4.28			2,204			24		4.35			2,199			24		4.43
Home equity:
Key Community Bank		10,365			103		3.91			10,368			102		3.91			10,310			102		3.92
Other		274			5		7.84			290			6		7.80			343			7		7.72
Total home equity loans		10,639			108		4.01			10,658			108		4.01			10,653			109		4.04
Consumer other — Key Community Bank		1,552			27		6.78			1,534			26		6.87			1,446			26		7.18
Credit cards		728			20		11.02			716			20		11.12			701			20		11.17
Consumer other:
Marine		802			13		6.29			856			13		6.23			1,056			17		6.24
Other		52			—		7.52			55			2		7.63			69			1		8.03
Total consumer other		854			13		6.36			911			15		6.32			1,125			18		6.35
Total consumer loans		15,996			192		4.76			16,023			193		4.78			16,124			197		4.88
Total loans		56,541			540		3.79			55,796			537		3.82			53,608			539		3.98
Loans held for sale		871			8		3.72			502			4		3.87			688			6		3.65
Securities available for sale (b), (e)		12,153			67		2.20			11,939			67		2.25			12,464			74		2.40
Held-to-maturity securities (b)		4,947			23		1.91			5,108			25		1.90			4,775			22		1.85
Trading account assets		868			6		2.84			893			6		2.68			819			6		2.90
Short-term investments		3,520			2		.27			3,048			2		.19			4,455			2		.18
Other investments (e)		792			6		2.77			847			4		2.12			983			6		2.47
Total earning assets		79,692			652		3.27			78,133			645		3.30			77,792			655		3.37
Allowance for loan and lease losses		(798	)							(809	)							(859	)
Accrued income and other assets		9,868								9,799								9,467
Discontinued assets		2,359								4,138								4,777
Total assets	$	91,121							$	91,261							$	91,177
Liabilities
NOW and money market deposit accounts	$	34,811			13		.14		$	33,969			12		.14		$	33,834			12		.15
Savings deposits		2,388			—		.02			2,428			1		.02			2,483			—		.03
Certificates of deposit ($100,000 or more) (f)		2,277			7		1.25			2,629			8		1.23			2,649			11		1.57
Other time deposits		3,306			6		.76			3,413			7		.83			3,736			11		1.16
Deposits in foreign office		543			—		.24			595			—		.23			615			—		.21
Total interest-bearing deposits		43,325			26		.24			43,034			28		.26			43,317			34		.32
Federal funds purchased and securities sold under repurchase agreements		621			—		.02			1,176			1		.19			1,618			—		.15
Bank notes and other short-term borrowings		772			3		1.17			484			2		1.79			438			3		1.96
Long-term debt (f), (g)		5,135			35		2.80			4,868			33		2.88			4,174			29		2.94
Total interest-bearing liabilities		49,853			64		.51			49,562			64		.52			49,547			66		.53
Noninterest-bearing deposits		26,342								25,302								25,077
Accrued expense and other liabilities		1,989								1,768								1,548
Discontinued liabilities (g)		2,359								4,138								4,717
Total liabilities		80,543								80,770								80,889
Equity
Key shareholders’ equity		10,562								10,473								10,272
Noncontrolling interests		16								18								16
Total equity		10,578								10,491								10,288
Total liabilities and equity	$	91,121							$	91,261							$	91,177
Interest rate spread (TE)							2.76	%							2.78	%							2.84	%
Net interest income (TE) and net interest margin (TE)					588		2.94	%					581		2.96	%					589		3.01	%
TE adjustment (b)					6								6								6
Net interest income, GAAP basis				$	582							$	575							$	583

(a) Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (g) below, calculated using a matched funds transfer pricing methodology.

(b) Interest income on tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory federal income tax rate of 35%.

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

(d) Commercial, financial and agricultural average balances include $90 million, $92 million, and $97 million of assets from commercial credit cards for the three months ended December 31, 2014, September 30, 2014, and December 31, 2013, respectively.

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

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

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

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

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 21

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

(dollars in millions)

	Twelve months ended December 31, 2014								Twelve months ended December 31, 2013
	Average Balance			Interest (a)		Yield/Rate (a)			Average Balance			Interest (a)		Yield/Rate (a)
Assets
Loans: (b), (c)
Commercial, financial and agricultural (d)	$	26,375		$	866		3.28	%	$	23,723		$	855		3.60	%
Real estate — commercial mortgage		7,999			303		3.79			7,591			312		4.11
Real estate — construction		1,061			43		4.07			1,058			45		4.25
Commercial lease financing		4,239			156		3.67			4,683			172		3.67
Total commercial loans		39,674			1,368		3.45			37,055			1,384		3.73
Real estate — residential mortgage		2,201			96		4.37			2,185			98		4.49
Home equity:
Key Community Bank		10,340			405		3.91			10,086			397		3.93
Other		299			23		7.80			377			29		7.70
Total home equity loans		10,639			428		4.02			10,463			426		4.07
Consumer other — Key Community Bank		1,501			104		6.92			1,404			103		7.33
Credit cards		712			78		10.95			701			83		11.86
Consumer other:
Marine		894			56		6.22			1,172			74		6.26
Other		58			4		7.70			74			6		8.32
Total consumer other		952			60		6.31			1,246			80		6.38
Total consumer loans		16,005			766		4.79			15,999			790		4.94
Total loans		55,679			2,134		3.83			53,054			2,174		4.10
Loans held for sale		570			21		3.76			532			20		3.72
Securities available for sale (b), (e)		12,210			277		2.27			12,689			311		2.49
Held-to-maturity securities (b)		4,949			93		1.88			4,387			82		1.87
Trading account assets		932			25		2.70			756			21		2.78
Short-term investments		2,886			6		.21			2,948			6		.20
Other investments (e)		865			22		2.53			1,028			29		2.84
Total earning assets		78,091			2,578		3.30			75,394			2,643		3.51
Allowance for loan and lease losses		(818	)							(879	)
Accrued income and other assets		9,806								9,662
Discontinued assets		3,828								5,036
Total assets	$	90,907							$	89,213
Liabilities
NOW and money market deposit accounts	$	34,283			48		.14		$	32,846			53		.16
Savings deposits		2,446			1		.02			2,505			1		.04
Certificates of deposit ($100,000 or more) (f)		2,616			35		1.35			2,829			50		1.76
Other time deposits		3,495			32		.91			4,084			53		1.30
Deposits in foreign office		615			1		.23			567			1		.23
Total interest-bearing deposits		43,455			117		.27			42,831			158		.37
Federal funds purchased and securities sold under repurchase agreements		1,182			2		.16			1,802			2		.13
Bank notes and other short-term borrowings		597			9		1.49			394			8		1.89
Long-term debt (f), (g)		5,161			133		2.68			4,184			127		3.28
Total interest-bearing liabilities		50,395			261		.52			49,211			295		.60
Noninterest-bearing deposits		24,410								23,046
Accrued expense and other liabilities		1,791								1,656
Discontinued liabilities (g)		3,828								4,995
Total liabilities		80,424								78,908
Equity
Key shareholders’ equity		10,467								10,276
Noncontrolling interests		16								29
Total equity		10,483								10,305
Total liabilities and equity	$	90,907							$	89,213
Interest rate spread (TE)							2.78	%							2.91	%
Net interest income (TE) and net interest margin (TE)					2,317		2.97	%					2,348		3.12	%
TE adjustment (b)					24								23
Net interest income, GAAP basis				$	2,293							$	2,325

(a) Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (g) below, calculated using a matched funds transfer pricing methodology.

(b) Interest income on tax-exempt securities and loans has been adjusted to a taxable-equivalent basis using the statutory federal income tax rate of 35%.

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

(d) Commercial, financial and agricultural average balances include $93 million and $95 million of assets from commercial credit cards for the twelve months ended December 31, 2014, and December 31, 2013, respectively.

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

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

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

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

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 22

Noninterest Expense

(dollars in millions)

	Three months ended								Twelve months ended
	12-31-14		9-30-14			12-31-13			12-31-14			12-31-13
Personnel (a)	$	409	$	405		$	398		$	1,591		$	1,609
Net occupancy		63		66			73			261			275
Computer processing		40		39			40			158			156
Business services and professional fees		38		36			42			156			151
Equipment		23		25			26			96			104
Operating lease expense		11		11			10			42			47
Marketing		16		15			18			49			51
FDIC assessment		9		9			7			30			30
Intangible asset amortization		10		10			10			39			44
Provision (credit) for losses on lending-related commitments		—		(2	)		(3	)		(2	)		8
OREO expense, net		2		1			2			5			7
Other expense		83		89			89			334			338
Total noninterest expense	$	704	$	704		$	712		$	2,759		$	2,820
Average full-time equivalent employees (b)		13,590		13,905			14,197			13,853			14,783

(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						Twelve months ended
	12-31-14		9-30-14		12-31-13		12-31-14		12-31-13
Salaries	$	224	$	226	$	226	$	894	$	897
Technology contract labor, net		12		12		16		55		72
Incentive compensation		105		79		87		337		318
Employee benefits		53		71		56		237		249
Stock-based compensation		13		10		8		44		35
Severance		2		7		5		24		38
Total personnel expense	$	409	$	405	$	398	$	1,591	$	1,609

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 23

Loan Composition

(dollars in millions)

							Percent change 12-31-14 vs.
	12-31-14		9-30-14		12-31-13		9-30-14			12-31-13
Commercial, financial and agricultural (a)	$	27,982	$	26,683	$	24,963		4.9	%		12.1	%
Commercial real estate:
Commercial mortgage		8,047		8,276		7,720		(2.8	)		4.2
Construction		1,100		1,036		1,093		6.2			.6
Total commercial real estate loans		9,147		9,312		8,813		(1.8	)		3.8
Commercial lease financing (b)		4,252		4,135		4,551		2.8			(6.6	)
Total commercial loans		41,381		40,130		38,327		3.1			8.0
Residential — prime loans:
Real estate — residential mortgage		2,225		2,213		2,187		.5			1.7
Home equity:
Key Community Bank		10,366		10,380		10,340		(.1	)		.3
Other		267		283		334		(5.7	)		(20.1	)
Total home equity loans		10,633		10,663		10,674		(.3	)		(.4	)
Total residential — prime loans		12,858		12,876		12,861		(.1	)		—
Consumer other — Key Community Bank		1,560		1,546		1,449		.9			7.7
Credit cards		754		724		722		4.1			4.4
Consumer other:
Marine		779		828		1,028		(5.9	)		(24.2	)
Other		49		51		70		(3.9	)		(30.0	)
Total consumer other		828		879		1,098		(5.8	)		(24.6	)
Total consumer loans		16,000		16,025		16,130		(.2	)		(.8	)
Total loans (c), (d)	$	57,381	$	56,155	$	54,457		2.2	%		5.4	%

Loans Held for Sale Composition

(dollars in millions)

							Percent change 12-31-14 vs.
	12-31-14		9-30-14		12-31-13		9-30-14			12-31-13
Commercial, financial and agricultural	$	63	$	30	$	278		110.0	%		(77.3	)%
Real estate — commercial mortgage		638		725		307		(12.0	)		107.8
Commercial lease financing		15		10		9		50.0			66.7
Real estate — residential mortgage		18		19		17		(5.3	)		5.9
Total loans held for sale	$	734	$	784	$	611		(6.4	)%		20.1	%

Summary of Changes in Loans Held for Sale

(in millions)

	4Q14			3Q14			2Q14			1Q14			4Q13
Balance at beginning of period	$	784		$	435		$	401		$	611		$	699
New originations		2,465			1,593			978			645			1,669
Transfers from (to) held to maturity, net		2			—			(8	)		3			1
Loan sales		(2,516	)		(1,243	)		(934	)		(596	)		(1,750	)
Loan draws (payments), net		(1	)		(1	)		(2	)		(262	)		(8	)
Balance at end of period	$	734		$	784		$	435		$	401		$	611

(a) Loan balances include $88 million, $90 million, and $94 million of commercial credit card balances at December 31, 2014, September 30, 2014, and December 31, 2013, respectively.

(b) Commercial lease financing includes receivables of $302 million, $367 million, and $58 million held as collateral for a secured borrowing at December 31, 2014, September 30, 2014, and December 31, 2013, respectively. Principal reductions are based on the cash payments received from these related receivables.

(c) At December 31, 2014, total loans include purchased loans of $138 million, of which $13 million were purchased credit impaired. At September 30, 2014, total loans include purchased loans of $143 million, of which $14 million were purchased credit impaired. At December 31, 2013, total loans include purchased loans of $166 million, of which $16 million were purchased credit impaired.

(d) Total loans exclude loans of $2.3 billion at December 31, 2014, $2.4 billion at September 30, 2014, and $4.5 billion at December 31, 2013, related to the discontinued operations of the education lending business.

N/M = Not Meaningful

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 24

Exit Loan Portfolio From Continuing Operations

(in millions)

	Balance Outstanding				Change 12-31-14 vs. 9-30-14			Net Loan Charge-offs						Balance on Nonperforming Status
	12-31-14		9-30-14					4Q14 (b)			3Q14 (b)			12-31-14		9-30-14
Residential properties — homebuilder	$	10	$	11	$	(1	)		—		$	1		$	9	$	10
Marine and RV floor plan		7		7		—			—			—			5		5
Commercial lease financing (a)		967		1,046		(79	)	$	3			(1	)		1		1
Total commercial loans		984		1,064		(80	)		3			—			15		16
Home equity — Other		267		283		(16	)		—			1			10		10
Marine		779		828		(49	)		3			2			15		16
RV and other consumer		54		57		(3	)		(1	)		1			1		1
Total consumer loans		1,100		1,168		(68	)		2			4			26		27
Total exit loans in loan portfolio	$	2,084	$	2,232	$	(148	)	$	5		$	4		$	41	$	43
Discontinued operations — education lending business (not included in exit loans above)	$	2,295	$	2,375	$	(80	)	$	8		$	7		$	11	$	9

(a) Includes (1) the business aviation, commercial vehicle, office products, construction, and industrial leases; (2) Canadian lease financing portfolios; (3) European lease financing portfolios; and (4) all remaining balances related to lease in, lease out; sale in, lease out; service contract leases; and qualified technological equipment leases.

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

Asset Quality Statistics From Continuing Operations

(dollars in millions)

	4Q14			3Q14			2Q14			1Q14			4Q13
Net loan charge-offs	$	32		$	31		$	30		$	20		$	37
Net loan charge-offs to average total loans		.22	%		.22	%		.22	%		.15	%		.27	%
Allowance for loan and lease losses	$	794		$	804		$	814		$	834		$	848
Allowance for credit losses (a)		830			839			851			869			885
Allowance for loan and lease losses to period-end loans		1.38	%		1.43	%		1.46	%		1.50	%		1.56	%
Allowance for credit losses to period-end loans		1.45			1.49			1.53			1.57			1.63
Allowance for loan and lease losses to nonperforming loans		190.0			200.5			205.6			185.7			166.9
Allowance for credit losses to nonperforming loans		198.6			209.2			214.9			193.5			174.2
Nonperforming loans at period end (b)	$	418		$	401		$	396		$	449		$	508
Nonperforming assets at period end		436			418			410			469			531
Nonperforming loans to period-end portfolio loans		.73	%		.71	%		.71	%		.81	%		.93	%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets		.76			.74			.74			.85			.97

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

(b) Loan balances exclude $13 million, $14 million, $15 million, $16 million, and $16 million of purchased credit impaired loans at December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014, and December 31, 2013, respectively.

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 25

Summary of Loan and Lease Loss Experience From Continuing Operations

(dollars in millions)

	Three months ended									Twelve months ended
	12-31-14			9-30-14			12-31-13			12-31-14			12-31-13
Average loans outstanding	$	56,541		$	55,796		$	53,608		$	55,679		$	53,054
Allowance for loan and lease losses at beginning of period	$	804		$	814		$	868		$	848		$	888
Loans charged off:
Commercial, financial and agricultural		10			12			18			45			62
Real estate — commercial mortgage		3			—			2			6			20
Real estate — construction		1			2			1			5			3
Total commercial real estate loans		4			2			3			11			23
Commercial lease financing		4			1			2			10			27
Total commercial loans		18			15			23			66			112
Real estate — residential mortgage		3			2			7			10			20
Home equity:
Key Community Bank		8			9			12			37			62
Other		1			2			4			9			20
Total home equity loans		9			11			16			46			82
Consumer other — Key Community Bank		7			7			7			30			31
Credit cards		7			9			5			34			30
Consumer other:
Marine		5			4			7			23			29
Other		—			1			1			2			4
Total consumer other		5			5			8			25			33
Total consumer loans		31			34			43			145			196
Total loans charged off		49			49			66			211			308
Recoveries:
Commercial, financial and agricultural		6			6			9			33			39
Real estate — commercial mortgage		—			2			7			4			27
Real estate — construction		1			1			—			17			14
Total commercial real estate loans		1			3			7			21			41
Commercial lease financing		2			2			5			10			15
Total commercial loans		9			11			21			64			95
Real estate — residential mortgage		—			—			1			2			2
Home equity:
Key Community Bank		2			3			2			9			10
Other		1			1			1			5			6
Total home equity loans		3			4			3			14			16
Consumer other — Key Community Bank		2			1			2			6			7
Credit cards		—			—			—			1			3
Consumer other:
Marine		2			2			2			9			15
Other		1			—			—			2			2
Total consumer other		3			2			2			11			17
Total consumer loans		8			7			8			34			45
Total recoveries		17			18			29			98			140
Net loan charge-offs		(32	)		(31	)		(37	)		(113	)		(168	)
Provision (credit) for loan and lease losses		22			21			19			59			130
Foreign currency translation adjustment		—			—			(2	)		—			(2	)
Allowance for loan and lease losses at end of period	$	794		$	804		$	848		$	794		$	848
Liability for credit losses on lending-related commitments at beginning of period	$	35		$	37		$	40		$	37		$	29
Provision (credit) for losses on lending-related commitments		1			(2	)		(3	)		(1	)		8
Liability for credit losses on lending-related commitments at end of period (a)	$	36		$	35		$	37		$	36		$	37
Total allowance for credit losses at end of period	$	830		$	839		$	885		$	830		$	885
Net loan charge-offs to average total loans		.22	%		.22	%		.27	%		.20	%		.32	%
Allowance for loan and lease losses to period-end loans		1.38			1.43			1.56			1.38			1.56
Allowance for credit losses to period-end loans		1.45			1.49			1.63			1.45			1.63
Allowance for loan and lease losses to nonperforming loans		190.0			200.5			166.9			190.0			166.9
Allowance for credit losses to nonperforming loans		198.6			209.2			174.2			198.6			174.2
Discontinued operations — education lending business:
Loans charged off	$	11		$	10		$	13		$	45		$	55
Recoveries		3			3			4			14			18
Net loan charge-offs	$	(8	)	$	(7	)	$	(9	)	$	(31	)	$	(37	)

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

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 26

Summary of Nonperforming Assets and Past Due Loans From Continuing Operations

(dollars in millions)

	12-31-14			9-30-14			6-30-14			3-31-14			12-31-13
Commercial, financial and agricultural	$	59		$	47		$	37		$	60		$	77
Real estate — commercial mortgage		34			41			38			37			37
Real estate — construction		13			14			9			11			14
Total commercial real estate loans		47			55			47			48			51
Commercial lease financing		18			14			15			18			19
Total commercial loans		124			116			99			126			147
Real estate — residential mortgage		79			81			89			105			107
Home equity:
Key Community Bank		185			174			178			188			205
Other		10			10			11			11			15
Total home equity loans		195			184			189			199			220
Consumer other — Key Community Bank		2			2			2			2			3
Credit cards		2			1			1			1			4
Consumer other:
Marine		15			16			15			15			26
Other		1			1			1			1			1
Total consumer other		16			17			16			16			27
Total consumer loans		294			285			297			323			361
Total nonperforming loans (a)		418			401			396			449			508
Nonperforming loans held for sale		—			—			1			1			1
OREO		18			16			12			12			15
Other nonperforming assets		—			1			1			7			7
Total nonperforming assets	$	436		$	418		$	410		$	469		$	531
Accruing loans past due 90 days or more	$	96		$	71		$	83		$	89		$	71
Accruing loans past due 30 through 89 days		235			340			274			267			318
Restructured loans — accruing and nonaccruing (b)		270			264			266			294			338
Restructured loans included in nonperforming loans (b)		157			137			142			178			214
Nonperforming assets from discontinued operations — education lending business		11			9			19			20			25
Nonperforming loans to period-end portfolio loans		.73	%		.71	%		.71	%		.81	%		.93	%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets		.76			.74			.74			.85			.97

(a) Loan balances exclude $13 million, $14 million, $15 million, $16 million, and $16 million of purchased credit impaired loans at December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014, and December 31, 2013, respectively.

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

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 27

Summary of Changes in Nonperforming Loans From Continuing Operations

(in millions)

	4Q14			3Q14			2Q14			1Q14			4Q13
Balance at beginning of period	$	401		$	396		$	449		$	508		$	541
Loans placed on nonaccrual status		103			109			79			98			129
Charge-offs		(49	)		(49	)		(56	)		(57	)		(66	)
Loans sold		(2	)		—			(21	)		(3	)		(19	)
Payments		(17	)		(13	)		(17	)		(21	)		(46	)
Transfers to OREO		(6	)		(7	)		(4	)		(3	)		(5	)
Loans returned to accrual status		(12	)		(35	)		(34	)		(73	)		(26	)
Balance at end of period (a)	$	418		$	401		$	396		$	449		$	508

(a) Loan balances exclude $13 million, $14 million, $15 million, $16 million, and $16 million of purchased credit impaired loans at December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014, and December 31, 2013, respectively.

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

(in millions)

	4Q14		3Q14			2Q14		1Q14		4Q13
Balance at beginning of period		—	$	1		$	1	$	1	$	13
Net advances / (payments)		—		—			—		—		(1	)
Loans sold		—		(2	)		—		—		(11	)
Valuation adjustments		—		1			—		—		—
Balance at end of period		—		—		$	1	$	1	$	1

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

(in millions)

	4Q14			3Q14			2Q14			1Q14			4Q13
Balance at beginning of period	$	16		$	12		$	12		$	15		$	15
Properties acquired — nonperforming loans		6			7			4			3			5
Valuation adjustments		(2	)		(1	)		(1	)		(1	)		—
Properties sold		(2	)		(2	)		(3	)		(5	)		(5	)
Balance at end of period	$	18		$	16		$	12		$	12		$	15

KeyCorp Reports Fourth Quarter 2014 Profit

January 22, 2015

Page 28

Line of Business Results

(dollars in millions)

																Percent change 4Q14 vs.
	4Q14			3Q14			2Q14			1Q14			4Q13			3Q14			4Q13
Key Community Bank
Summary of operations
Total revenue (TE)	$	558		$	559		$	554		$	546		$	567			(.2	)%		(1.6	)%
Provision (credit) for loan and lease losses		11			31			23			9			32			(64.5	)		(65.6	)
Noninterest expense		449			437			445			440			468			2.7			(4.1	)
Net income (loss) attributable to Key		62			57			54			61			42			8.8			47.6
Average loans and leases		30,478			30,103			30,034			29,797			29,597			1.2			3.0
Average deposits		50,850			50,302			50,230			49,910			50,493			1.1			.7
Net loan charge-offs		28			28			33			28			31			—			(9.7	)
Net loan charge-offs to average total loans		.36	%		.37	%		.44	%		.38	%		.42	%		N/A			N/A
Nonperforming assets at period end	$	340		$	338		$	331		$	357		$	396			.6			(14.1	)
Return on average allocated equity		9.14	%		8.45	%		7.97	%		8.83	%		5.78	%		N/A			N/A
Average full-time equivalent employees		7,414			7,573			7,569			7,698			7,845			(2.1	)		(5.5	)
Key Corporate Bank
Summary of operations
Total revenue (TE)	$	458		$	395		$	390		$	386		$	405			15.9	%		13.1	%
Provision (credit) for loan and lease losses		4			(5	)		—			(1	)		(10	)		N/M			N/M
Noninterest expense		239			212			203			194			210			12.7			13.8
Net income (loss) attributable to Key		137			119			119			122			133			15.1			3.0
Average loans and leases		23,293			22,700			22,353			21,440			20,334			2.6			14.6
Average loans held for sale		855			481			429			429			668			77.8			28.0
Average deposits		18,074			17,310			16,042			15,714			17,286			4.4			4.6
Net loan charge-offs		(2	)		—			(2	)		(14	)		2			N/M			N/M
Net loan charge-offs to average total loans		(.03	)%		—			(.04	)%		(.26	)%		.04	%		N/A			N/A
Nonperforming assets at period end	$	41		$	20		$	22		$	53		$	55			105.0			(25.5	)
Return on average allocated equity		32.66	%		29.71	%		33.45	%		34.12	%		34.15	%		N/A			N/A
Average full-time equivalent employees		1,991			1,945			1,888			1,866			1,842			2.4			8.1

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

EX-99.2

KeyCorp

Fourth Quarter 2014 Earnings Review

January 22, 2015

Beth E. Mooney

Chairman and

Chief Executive Officer

Don Kimble

Chief Financial Officer

Exhibit 99.2

2

FORWARD-LOOKING STATEMENTS AND ADDITIONAL

INFORMATION DISCLOSURE

This presentation contains forward-looking statements, including statements about our financial condition, results of operations, asset quality trends,

capital

levels

and

profitability.

Forward-looking

statements

can

often

be

identified

by

words

such

as

“outlook,”

“goal,”

“objective,”

“plan,”

“expect,”

“anticipate,”

“assume,”

“intend,”

“project,”

“believe,”

or

“estimate.”

Forward-looking

statements

represent

management’s

current

expectations and forecasts regarding future events. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual

results could vary materially from these projections or expectations.

Risks and uncertainties include but are not limited to: (1) deterioration of commercial real estate market fundamentals; (2) declining asset prices; (3)

adverse changes in credit quality trends; (4) changes in local, regional and international business, economic or political conditions; (5) the extensive

and increasing regulation of the U.S. financial services industry; (6) increasing capital and liquidity standards under applicable regulatory rules; (7)

unanticipated changes in our liquidity position, including but not limited to, changes in the cost of liquidity, our ability to enter the financial markets and

to secure alternative funding sources; (8) our ability to receive dividends from our subsidiary, KeyBank; (9) downgrades in our credit ratings or those

of

KeyBank;

(10)

operational

or

risk

management

failures

by

us

or

critical

third-parties;

(11)

breaches

of

security

or

failures

of

our

technology

systems

due

to

technological

or

other

factors

and

cybersecurity

threats;

(12)

adverse

judicial

proceedings;

(13)

the

occurrence

of

natural

or

man-made

disasters or conflicts or terrorist attacks; (14) a reversal of the U.S. economic recovery due to economic, political or other shocks; (15) our ability to

anticipate interest rate changes and manage interest rate risk; (16) deterioration of economic conditions in the geographic regions where we operate;

(17)

the

soundness

of

other

financial

institutions;

(18)

our

ability

to

attract

and

retain

talented

executives

and

employees,

to

effectively

sell

additional

products

or

services

to

new

or

existing

customers,

and

to

manage

our

reputational

risks;

(19)

our

ability

to

timely

and

effectively

implement

our

strategic initiatives; (20) increased competitive pressure due to industry consolidation; (21) unanticipated adverse effects of acquisitions and

dispositions of assets or businesses; and (22) our ability to develop and effectively use the quantitative models we rely upon in our business planning.

We provide greater detail regarding these factors in our 2013 Form 10-K and subsequent filings, which are available online at www.key.com/ir and

www.sec.gov. Forward-looking statements speak only as of the date they are made and Key does not undertake any obligation to update the forward-

looking statements to reflect new information or future events.

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 and to page 99 of our 2013 Form 10-K.

3

EPS up 8% reflecting successful business model and investments to grow

Positive operating leverage, with revenue growth of 4% and expenses down 1%

-

Cash efficiency ratio of 64.4%

Total average loans up 5%, driven by CF&A balances up 12%

Noninterest income up 8%; record high quarter for investment banking and debt

placement fees

Asset quality remains strong, with NCOs below targeted range

-

NCOs down 14%, representing 22 bps of average loans in 4Q14

-

NPAs down 18%

New business originations are higher quality than overall book

Remaining disciplined with structure and relationship focus

Strong Risk

Management

Repurchased

$128

million

of

common

shares

in

4Q14

(a)

Committed to capital priorities: organic growth, dividends, repurchases,

opportunistic growth

Positive

Operating

Leverage

Investor Highlights –

4Q14 vs. prior year

Disciplined

Capital

Management

(a)

Common share repurchase amount includes repurchases to offset issuances of common shares under our employee compensation plans

4

EPS up 12%; generated positive operating leverage

Business model and strategic investments drove core business activity

Total average loans up 5% from prior year

-

Grew both commercial and consumer loan balances

Noninterest income up 2% with positive trends in several fee-based businesses

-

Record high year for investment banking and debt placement fees

Expenses well-controlled, down 2% from prior year

-

Down 3% excluding the acquisition of Pacific Crest Securities in

September 2014

Asset quality remains strong, with NCOs below targeted range

-

NCOs down 33%, representing 20 bps of average loans in 2014

-

NPAs down 18% from prior year

New business originations are higher quality than overall book

Remaining disciplined with structure and relationship focus

Strong Risk

Management

2014

shareholder

payout

of

82%

(a)

-

Repurchased $496 million of common shares in 2014

(a)

-

Increased quarterly common share dividend by 18% during 2014

Committed to capital priorities: organic growth, dividends, repurchases,

opportunistic growth

Positive

Operating

Leverage

Investor Highlights –

2014

Disciplined

Capital

Management

(a)

The 2014 shareholder payout and common share repurchase amounts include repurchases to offset issuances of common shares under our

employee compensation plans

5

Financial Review

*

*

*

*

*

*

*

*

*

*

6

Financial Highlights

TE = Taxable equivalent, EOP = End of Period

(a)

From continuing operations

(b)

Year-over-year average balance growth

(c) 

From consolidated operations

(d)

12-31-14 ratios are estimated

(e)

Non-GAAP measure: see Appendix for reconciliation

EPS –

assuming dilution

$ .28

$ .23

$  .27

$  .26

$  .26

Cash efficiency ratio

(e)

64.4

%

69.5

%

65.8

%

64.9

%

67.4

%

excl. efficiency and pension charges

63.4

66.0

63.4

63.9

65.1

Net interest margin (TE)

2.94

2.96

2.98

3.00

3.01

Return on average total assets

1.12

.92

1.14

1.13

1.08

Total loans and leases

5

%

5

%

6

%

4

%

3

%

CF&A loans

12

11

13

9

8

Deposits (excl. foreign deposits)

2

4

2

4

8

Tier 1 common equity

(d), (e)

11.2

%

11.3

%

11.3

%

11.3

%

11.2

%

Tier 1 risk-based capital

(d)

11.9

12.0

12.0

12.0

12.0

Tangible common equity to tangible assets

(e)

9.9

10.3

10.2

10.1

9.8

NCOs to average loans

.22

%

.22

%

.22

%

.15

%

.27

%

NPLs to EOP portfolio loans

.73

.71

.71

.81

.93

Allowance for loan losses to EOP loans

1.38

1.43

1.46

1.50

1.56

Balance

Sheet

Growth

(a),

(b)

Capital

(c)

Asset

Quality

(a)

Financial

Performance

(a)

Metrics

4Q14

3Q14

2Q14

1Q14

4Q13

7

Average total loans up 5% in 4Q14 from prior year,

driven by CF&A up 12%

Achieved guidance with FY 2014 average loan

balances up 5%

–

Both commercial and consumer loans up

Total commitments continue to grow with

utilization relatively stable

High quality new loan originations: consistent with

moderate risk profile

Loan Growth

$ in billions

Highlights

Average Commercial, Financial & Agricultural Loans

Average Loans

Exit Portfolios

Home Equity & Other

Total Commercial

$ in billions

$56.5

$53.6

8

Improving Deposit Mix

Highlights

Funding Cost

Funding cost continues to improve

Transaction deposit balances up 4% from 4Q13

Deposit growth from prior year (+2%) reflects

inflows from commercial clients as well as

commercial mortgage servicing

Large commercial client inflows drove balances 2%

higher than 3Q14

Average

Deposits

(a)

$ in billions

Note: Transaction deposits include noninterest-bearing, as well as NOW and MMDA

(a)

Excludes

deposits

in

foreign

office

Cost of total deposits

(a)

Interest-bearing liability cost

CDs and other time deposits

Savings

Noninterest-bearing

NOW and MMDA

$69.1

$67.8

9

Net Interest Income and Margin

TE = Taxable equivalent

Highlights

Net Interest Income & Net Interest Margin Trend (TE)

Net interest income relatively stable with prior year,

as loan growth and a more favorable mix of lower-

cost deposits mostly offset lower earning asset

yields

Modest growth from prior quarter (up 1%) driven by

higher earning asset levels and loan fees, which

more than offset lower earning asset yields

Maintaining moderate asset sensitive position

–

Naturally asset sensitive balance sheet flows:

approximately 70% of loans variable rate

–

High quality investment portfolio with average

life of 3.6 years

–

Flexibility to quickly adjust interest rate risk

position

NIM Change (bps):

vs.  3Q14

Higher levels of liquidity

(.03)

Lower earning asset yields

(.03)

Growth in commercial loans & HFS

.04    

Total Change

(.02)

Net interest income (TE)

NIM (TE)

$ in millions; continuing operations

10

Noninterest Income

TE = Taxable equivalent

Highlights

Noninterest Income

Noninterest income up 8% from prior year and up

18% from prior quarter, benefitting from:

–

Momentum in core businesses

–

Record quarter and year for investment

banking and debt placement fees

–

Strategic investments in fee-based

businesses

Full year noninterest income grew 2% from 2013,

driven by core businesses, including investment

banking and debt placement

4Q14 Noninterest Income Diversity

$ in millions; continuing operations

(a)

Other includes corporate-owned life insurance, principal investing, etc.

Leveraged lease termination gains

$490

$453

Investment Banking & Debt Placement: Record Qtr.

$ in millions; continuing operations

Investment Banking & Debt Placement Fees:

Trailing Twelve Months

11

Focused Expense Management

Noninterest Expense

$ in millions

Highlights

$704

4Q14 Expense Detail

$712

4Q expenses down 1% from prior year, with benefit

from continuous improvement efforts and lower

efficiency charges offsetting growth related to

Pacific Crest acquisition

Expenses down 2% from 2013, achieving full year

guidance and driving positive operating leverage in

2014

Cash efficiency ratio improved to 64% in 4Q14, or

63% excluding pension and efficiency charges

Efficiency charges:

Pension charges:

$15

$37

$16

$22

$10

$2

$25

$24

$ in millions

$15

$20

Pension settlement

Efficiency charges

All remaining expense

Pacific Crest

(a)

Non-GAAP measure: see Appendix for reconciliation

(b)

Excludes one-time gains of $54 million related to the

redemption of trust preferred securities

Cash Efficiency Ratio

(a)

Efficiency and pension charges, as a

% of revenue:

1.5%

1.5%

3.6%

3.9%

2.3%

1.0%

Cash efficiency ratio,

excluding efficiency

and pension charges

2.3%

3.5%

(b)

.8%

$8

$3

1.0%

Net Charge-offs & Provision for Loan and Lease Losses

Highlights

12

Nonperforming Assets

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

Net loan charge-offs decreased 14% from 4Q13 to

$32 MM, or 22 bps of average loans

Total gross charge-offs down 26% from 4Q13 and

flat with 3Q14

Nonperforming assets down 18% from prior year

Allowance for Loan and Lease Losses

Allowance for loan and

lease losses to NPLs

Allowance for loan

and lease losses

$ in millions

$531

$436

13

Disciplined capital management

–

Repurchased $128 MM of common shares

in 4Q14

Total common share repurchases of $496 MM in

2014, contributing to shareholder payout of 82%

including the impact of dividends

Tier 1 Common Equity

(a), (b)

Tangible Common Equity to Tangible Assets

(a)

Strong Capital

Highlights

Book Value per Share

Note: The 2014 shareholder payout and common share repurchase amounts include repurchases to offset issuances of common shares under our

employee compensation plans

(a)

Non-GAAP measure: see Appendix for reconciliations

(b)

12-31-14

ratio

is

estimated

Outlook and Expectations

Average Loans

Mid-single digit growth vs. FY 2013

•

Mid-single digit growth vs. FY 2014

Net Interest Income

Relatively stable from 2013, with slight

downward pressure from competitive

environment

•

Up low-to-mid single digit percentage vs. FY 2014

(low

single-digits without the benefit of higher rates)

•

NIM stable-to-slightly higher later in the year

Noninterest Income

Low single-digit growth compared to

prior year

•

Mid-single digit growth compared to 2014, including full

year impact of Pacific Crest

Expense

Low to mid-single digit percentage

decline from 2013

Efficiency /

Productivity

Positive operating leverage

•

Positive operating leverage

Asset Quality

Net charge-offs to average loans

below targeted range of  40 –

60 bps

•

Net charge-offs to average loans below targeted range

of 40 –

60 bps 

•

Provision expected to approximate net charge-offs

Capital

Disciplined execution of 2014 capital

plan, including dividends and share

repurchases

•

Disciplined management of capital including dividends

and share repurchases

14

Guidance

ranges:

relatively

stable:

+/-

2%;

low

single-digit:

<5%;

mid-single

digit:

4%

-

6%;

low

double-digit:

10%

-

13%

FY 2014

FY 2015

•

Relatively stable with 2014

15

Appendix

*

*

*

*

*

*

*

*

*

*

Progress on Targets for Success

(a) 

Continuing operations, unless otherwise noted

(b)

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

(c)

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

16

Balance Sheet

Efficiency

Moderate Risk

Profile

High Quality,

Diverse

Revenue Streams

Positive

Operating

Leverage

Disciplined

Capital

Management

Metrics

(a)

4Q14

3Q14

Targets

Loan

to

deposit

ratio

(b)

NCOs to average loans

Provision to average loans

Net interest margin

Noninterest income to total revenue

Cash

efficiency

ratio

(c)

Return on average assets

85%

87%

.22%

.22%

64.4%

69.5%

1.12%

.92%

.15%

.15%

2.94%

2.96%

45%

42%

90% -100%

40 -

60 bps

LT: >3.50%

LT: <60%

1.00% -1.25%

>40%

17

Efficiency Ratio: Driving to 60% and Below

Business plans and macroeconomic environment provide path to an efficiency    

ratio below 60%

Cash

Efficiency

Ratio

(a)

Outlook

(a)

Non-GAAP measure: see Appendix for reconciliation

(b)

Assumes implied forward curve

2-3 year outlook: 60%

Long-term, committed to moving below 60%

(b)

Oil & Gas

Longstanding history, expertise and relationships

18

Strong Portfolio Characteristics

>10 years of experience in energy lending with >20

specialists dedicated to oil & gas

Focused on middle market companies, aligned with our

relationship strategy

Portfolio regularly stress tested

Primarily secured by proven reserves

Total Loans Outstanding, 12/31/14

>40% of clients’

2015 production is hedged

Relationships

contribute

to

noninterest

income;

~5%

of

FY14

investment

banking

and

debt

placement

fees

Solid credit quality, with net charge-offs lower than overall

portfolio

Allowance reflects estimated impact of current oil prices

Oil & Gas: 2%

Other: 98%

Oil & Gas Outstanding Balances, 12/31/14

Oilfield Services

Upstream: 67%,

$0.7 B

Midstream: 24%,   

$0.3 B

Downstream: 9%,

$0.1 B

$0.1 B

Oil & Gas

$1.1 B

19

Average Total Investment Securities

Highlights

Average AFS securities

$ in billions

High Quality Investment Portfolio

Portfolio composed primarily of GNMA and GSE-

backed MBS and CMOs

Currently reinvesting cash flows into GNMA

securities in preparation for upcoming

regulatory liquidity requirements

–

42% of total portfolio was GNMA at

12/31/14

Period-end growth of $1.1 billion from 9/30/2014;

driven by liquidity management strategy and

LCR positioning

Securities cash flows of $.9 billion in both 4Q14     

and 3Q14

Average portfolio life at 12/31/14 of 3.6 years,

unchanged from 9/30/14

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

$17.2

2.25%

$17.1

Interest Rate Risk Management

Naturally Asset Sensitive Balance Sheet

Actively Managing Rate Risk

•

High quality

•

Fixed rate agency MBS and CMOs

•

Average maturity: 3.6 years

•

GNMAs total 42% of total portfolio

•

Reinvesting cash flows into GNMAs

$10

$17

$5

$5

Size of swap

portfolio

Modeled asset

sensitivity

~3%

0%

~8%

$5

Flexibility to Adjust Rate

Sensitivity with Swaps

Loan Portfolio

Variable:

69%

Fixed:

31%

Deposits

(a)

Flexibility to adjust rate sensitivity for changes in balance

sheet growth/mix as well as interest rate outlook

Debt 

hedges

A/LM

hedges

Investment Portfolio

Noninterest-

bearing:

38%

Interest-

bearing, non-

time: 54%

CDs:

8%

•

Maintaining

moderate

asset

sensitive

position

of

~3%

(b)

-

Assumes 200 basis point increase in short-term rates over a

12-month period

•

Utilize swaps for debt hedging and asset liability management

-

Fairly even pace of A/LM swap maturities

4Q14

Swaps 

($ in B)

12/31/14

Notional Amt.

Wtd. Avg.

Maturity (Yrs.)

Receive

Rate

Pay

Rate

A/L Management

$     9.7

1.8

.8%

.2%

Debt

5.2

3.9

2.3

.2

$  14.9

1.3%

.2%

4Q14

$18 B

AFS: $13 B

HTM: $5 B

Balance sheet has relatively short duration and is

more impacted by the short-end of the curve

$15 B

20

Actively managing a naturally asset sensitive balance sheet

(a)

Excludes deposits in foreign office

(b)

Preliminary estimate

4Q14

4Q14

21

Asset Quality Trends

Quarterly Change in Criticized Outstandings

(a)

Delinquencies to Period-end Total Loans

(a)

Loan and lease outstandings

(b)

From continuing operations

30 –

89 days delinquent

90+ days delinquent

Metric

(b)

4Q14

3Q14

2Q14

1Q14

4Q13

Delinquencies to EOP total loans: 30-89 days

.41

%

.61

%

.49

%

.48

%

.58

%

Delinquencies to EOP total loans: 90+ days

.17

.13

.15

.16

.13

NPLs to EOP portfolio loans

.73

.71

.71

.81

.93

NPAs to EOP portfolio loans + OREO + Other NPAs

.76

.74

.74

.85

.97

Allowance for loan losses to period-end loans

1.38

1.43

1.46

1.50

1.56

Allowance for loan losses to NPLs

190.0

200.5

205.6

185.7

166.9

Continuing operations

Continuing operations

Period-

end loans

Average

loans

Net loan

charge-offs

Net loan 

charge-offs

(b)

/

average loans

(%)

Nonperforming   

loans

(c)

Ending

allowance

(d)

Allowance /

period-end

loans

(d)  

(%)

Allowance /

NPLs

(%)

12/31/14

4Q14

4Q14

4Q14

12/31/14

12/31/14

12/31/14

12/31/14

Commercial, financial and agricultural

(a)

$   27,982

$   27,188

$              4

.06

$                    59

$             391

1.40

662.71

Commercial real estate:

Commercial Mortgage

8,047

8,161

3

.15

34

148

1.84

435.29

Construction

1,100

1,077

-

-

13

28

2.55

215.38

Commercial lease financing

4,252

4,119

2

.19

18

56

1.32

311.11

Real estate –

residential mortgage

2,225

2,223

3

.54

79

23

1.03

29.11

Home equity

10,633

10,639

6

.22

195

71

.67

36.41

Credit cards

754

728

7

3.81

2

33

4.38

N/M

Consumer other –

Key Community Bank

1,560

1,552

5

1.28

2

22

1.41

N/M

Consumer other –

Exit Portfolio

828

854

2

.93

16

22

2.66

137.50

Continuing total

(e)

$   57,381

$    56,541

$            32

.22

$                  418

$             794

1.38

189.95

Discontinued operations

2,295

2,328

8

4.85

20

29

1.26

145.00

Consolidated total

$   59,676

$    58,869

$            40

.28

$                  438

$             823

1.38

187.90

Credit Quality by Portfolio

Credit Quality

$ in millions

22

(a)

12-31-14

ending

loan

balance

includes

$88

million

of

commercial

credit

card

balances;

12-31-14

average

loan

balance

includes

$90

million

of

assets

from

commercial

credit

cards

(b)

Net loan charge-off amounts are annualized in calculation

(c)

12-31-14 NPL amount excludes $13 million of purchased credit impaired loans

(d)

12-31-14 allowance by portfolio is estimated

(e)

12-31-14 ending loan balance includes purchased loans of $138 million,

of which $13 million were purchased credit impaired

N/M = Not meaningful

Vintage (% of Loans)

Loan

Balances

Average

Loan

Size

($)

Average

FICO

Average

LTV

(a)

%

of

Loans

LTV>90%

2012 and

later

2011

2010

2009

2008 and

prior

Loans and lines

First lien

$

6,178           

$

66,174

772

67

%

.6  

%

51

%

5%

3%

3%

38

%

Second lien

4,188

54,159

766

76

3.7

34

5

3

4

54

Community Bank

$

10,366

60,358

770

71

1.8

45

5

3

3

44

Exit portfolio

267

16,861

729

80

31.8

1

-

-

-

99

Total home equity portfolio

$

10,633

Nonaccrual loans and lines

First lien

$

116

$

64,539

722

73

%

1.0%

7

%

4%

3%

6%

80

%

Second lien

69

47,343

712

80

2.1

3

2

2

5

88

Community Bank

$

185

56,848

718

77

1.5

6

4

2

5

83

Exit portfolio

10

24,138

699

77

28.9

-

-

-

-

100

Total home equity nonaccruals

$

195

Fourth quarter net charge-offs (NCOs)

Community Bank

$

6

4

%

-

3%

1%

92

%

% of average loans

.22

%

Exit Portfolio

-

-

-

-

-

-

% of average loans

-

(a) Average LTVs are at origination. Current average LTVs for Community Bank total home equity loans and lines is approximately 70%,

which compares to 71% at the end of the third quarter of 2014.

Home Equity Portfolio –

12/31/14

$ in millions, except average loan size

Home Equity Portfolio

Highlights

High quality portfolio

Community bank loans and lines: 97% of total portfolio; branch-

originated

–

60% first lien position

–

Average FICO score of 770

–

Average LTV at origination: 71%

$4.0 billion of the total portfolio are fixed rate loans that require

principal and interest payments; $6.5 billion are lines

$1.5 billion in lines outstanding (14% of the total portfolio)

come to end of draw period in the next four years

–

Proactive communication and client outreach initiated

near end of draw period

23

Balance Outstanding

Change

Net Loan Charge-offs

Balance on

Nonperforming Status

12-31-14

9-30-14

12-31-14 vs.           

9-30-14

4Q14

(b)

3Q14

(b)

12-31-14

9-30-14

Residential

properties

–

homebuilder

$          10

$          11

$            (1)

-

$         1

$          9          $        10         

Marine and RV floor plan

7

7

-

-

-

5

5

Commercial

lease

financing

(a)

967

1,046

(79)

$          3

(1)

1

1

Total commercial loans

984

1,064

(80)

3

-

15

16

Home

equity

–

Other

267

283

(16)

-

1

10

10

Marine

779

828

(49)

3

2

15

16

RV and other consumer

54

57

(3)

(1)

1

1

1

Total consumer loans

1,100

1,168

(68)

2

4

26

27

Total exit loans in loan portfolio

2,084

$     2,232

$        (148)

$        5

$         4

$        41

$        43

Discontinued

operations

–

education

lending

business (not included in exit loans above)

$    2,295

$    2,375

$          (80)

$        8

$         7

$        11

$          9

$ in millions; average balances

(a)

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

(3) European lease financing portfolios; and (4) all remaining balances related to lease in, lease out; sale in, lease out; service contract leases; and

qualified technological equipment leases.

(b)

Credit amounts indicate recoveries exceeded charge-offs

$ in millions

Exit Loan Portfolio

Exit Loan Portfolio

24

Three months ended

12-31-14

9-30-14

6-30-14

3-31-14

12-31-13

Tangible common equity to tangible assets at period end

Key shareholders’

equity (GAAP)

$

10,530

$

10,486

$

10,504

$

10,403

$

10,303

Less:

Intangible assets

(a)

1,090

1,105

1,008

1,012

1,014

Preferred Stock, Series A

(b)

282

282

282

282

282

Tangible common equity (non-GAAP) 

$

9,158

$

9,099

$

9,214

$

9,109

$

9,007

Total assets (GAAP)

$

93,821

$

89,784

$

91,798

$

90,802

$

92,934

Less:

Intangible assets

(a)

1,090

1,105

1,008

1,012

1,014

Tangible assets (non-GAAP)

$

92,731

$

88,679

$

90,790

$

89,790

$

91,920

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

9.88

%

10.26

%

10.15

%

10.14

%

9.80

%

Tier 1 common equity at period end

Key shareholders’

equity (GAAP)

$

10,530

$

10,486

$

10,504

$

10,403

$

10,303

Qualifying capital securities

340

340

339

339

339

Less:

Goodwill

1,057

1,051

979

979

979

Accumulated

other

comprehensive

income

(loss)

(c)

(395)

(366)

(328)

(367)

(394)

Other assets

(d)

89

110

86

84

89

Total Tier 1 capital (regulatory)

10,119

10,031

10,106

10,046

9,968

Less:

Qualifying capital securities

340

340

339

339

339

Preferred Stock, Series A

(b)

282

282

282

282

282

Total Tier 1 common equity (non-GAAP) 

$

9,497

$

9,409

$

9,485

$

9,425

$

9,347

Net risk-weighted assets (regulatory)

(e)

$

84,976

$

83,547

$

84,287

$

83,637

$

83,328

Tier 1 common equity ratio (non-GAAP)

(e)

11.18

%

11.26

%

11.25

%

11.27

%

11.22

%

Pre-provision net revenue

Net interest income (GAAP)

$

582

$

575

$

573

$

563

$

583

Plus:

Taxable-equivalent adjustment

6

6

6

6

6

Noninterest income (GAAP)

490

417

455

435

453

Less:

Noninterest expense (GAAP)

704

704

689

662

712

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

$

374

$

294

$

345

$

342

$

330

GAAP to Non-GAAP Reconciliation

$ in millions

25

a)

Three months ended December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014, and December 31, 2013 exclude $68 million, $72 million, $79

million, $84 million, and $92 million of period-end purchased credit card receivable intangible assets, respectively

b)

Net of capital surplus

c)

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  

d)

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 December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014, and

December 31, 2013

e)

12-31-14 amount is estimated

Three months ended

12-31-14

9-30-14

6-30-14

3-31-14

12-31-13

Average tangible common equity

Average Key shareholders’

equity (GAAP)

$

10,562

$

10,473

$

10,459

$

10,371

$

10,272

Less:

Intangible

assets

(average)

(a)

1,096

1,037

1,010

1,013

1,016

Preferred Stock, Series A (average)

291

291

291

291

291

Average tangible common equity (non-GAAP)

$

9,175

$

9,145

$

9,158

$

9,067

$

8,965

Return on average tangible common equity from continuing operations

Net

income

(loss)

from

continuing

operations

attributable

to

Key

common

shareholders (GAAP)

$

246

$

197

$

242

$

232

$

229

Average tangible common equity (non-GAAP)

9,175

9,145

9,158

9,067

8,965

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

10.64

%

8.55

%

10.60

%

10.38

%

10.13

%

Return on average tangible common equity consolidated

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

$

248

$

180

$

214

$

236

$

224

Average tangible common equity (non-GAAP)

9,175

9,145

9,158

9,067

8,965

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

10.72

%

7.81

%

9.37

%

10.56

%

9.91

%

Cash efficiency ratio

Noninterest expense (GAAP)

$

704

$

704

$

689

$

662

$

712

Less:

Intangible asset amortization (GAAP)

10

10

9

10

10

Adjusted noninterest expense (non-GAAP)

$

694

$

694

$

680

$

652

$

702

Net interest income (GAAP)

$

582

$

575

$

573

$

563

$

583

Plus:

Taxable-equivalent adjustment

6

6

6

6

6

Noninterest income (GAAP)

490

417

455

435

453

Total taxable-equivalent revenue (non-GAAP)

$

1,078

$

998

$

1,034

$

1,004

$

1,042

Cash efficiency ratio (non-GAAP)

64.4

%

69.5

%

65.8

%

64.9

%

67.4

%

GAAP to Non-GAAP Reconciliation

(continued)

$ in millions

(a)

Three months ended December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014, and December 31, 2013 exclude $69 million, $76 million, $82

million, $89 million, and $96 million of average purchased credit card receivable intangible assets, respectively

26

KeyCorp & Subsidiaries

$ in billions

Quarter ended

December 31, 2014

Tier 1 common equity under current regulatory rules

$                    9.5

Adjustments from current regulatory rules to the Regulatory Capital Rules:

Deferred tax assets and PCCRs

(b)

(.1)

Common equity Tier 1 anticipated under the Regulatory Capital Rules

(c)

$                    9.4

Total risk-weighted assets under current regulatory rules

$                  85.0

Adjustments from current regulatory rules to the Regulatory Capital Rules:

Loan commitments <1 year

1.1

Past Due Loans

.1

Mortgage servicing assets

(d)

.5

Deferred tax assets

(d)

.2

Other

1.2

Total risk-weighted assets anticipated under the Regulatory Capital Rules

$                  88.1

Common Equity Tier 1 ratio under the Regulatory Capital Rules

10.7

%

(a)

Common

equity

Tier

1

capital

is

a

non-generally

accepted

accounting

principle

(GAAP)

financial

measure

that

is

used

by

investors,

analysts

and

bank regulatory agencies to assess the capital position of financial services companies.  Management reviews Common Equity Tier 1 along with

other measures of capital as part of its financial analyses

(b)

Includes the deferred tax asset subject to future taxable income

for realization, primarily tax credit carryforwards, as well as

the deductible portion

of purchased credit card receivables

(c)

The

anticipated

amount

of

regulatory

capital

and

risk-weighted

assets

is

based

upon

the

federal

banking

agencies’

Regulatory

Capital

Rules

(as

fully phased-in on January 1, 2019); Key is subject to the Regulatory Capital

Rules under the “standardized approach”

(d)

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

Table may not foot due to rounding

27

Common Equity Tier 1 Under the Regulatory Capital  

Rules (estimated)

(a)

EX-99.3

Exhibit 99.3

Consolidated Balance Sheets

(dollars in millions)

	12-31-14			9-30-14			12-31-13
Assets
Loans	$	57,381		$	56,155		$	54,457
Loans held for sale		734			784			611
Securities available for sale		13,360			12,245			12,346
Held-to-maturity securities		5,015			4,997			4,756
Trading account assets		750			965			738
Short-term investments		4,269			2,342			5,590
Other investments		760			822			969
Total earning assets		82,269			78,310			79,467
Allowance for loan and lease losses		(794	)		(804	)		(848	)
Cash and due from banks		653			651			617
Premises and equipment		841			832			885
Operating lease assets		330			304			305
Goodwill		1,057			1,051			979
Other intangible assets		101			126			127
Corporate-owned life insurance		3,479			3,456			3,408
Derivative assets		609			413			407
Accrued income and other assets		2,952			3,024			3,015
Discontinued assets		2,324			2,421			4,572
Total assets	$	93,821		$	89,784		$	92,934
Liabilities
Deposits in domestic offices:
NOW and money market deposit accounts	$	34,536		$	33,941		$	33,952
Savings deposits		2,371			2,390			2,472
Certificates of deposit ($100,000 or more)		2,040			2,533			2,631
Other time deposits		3,259			3,338			3,648
Total interest-bearing deposits		42,206			42,202			42,703
Noninterest-bearing deposits		29,228			25,697			26,001
Deposits in foreign office — interest-bearing		564			557			558
Total deposits		71,998			68,456			69,262
Federal funds purchased and securities sold under repurchase agreements		575			657			1,534
Bank notes and other short-term borrowings		423			996			343
Derivative liabilities		784			384			414
Accrued expense and other liabilities		1,621			1,613			1,557
Long-term debt		7,875			7,172			7,650
Discontinued liabilities		3			3			1,854
Total liabilities		83,279			79,281			82,614
Equity
Preferred stock, Series A		291			291			291
Common shares		1,017			1,017			1,017
Capital surplus		3,986			3,984			4,022
Retained earnings		8,273			8,082			7,606
Treasury stock, at cost		(2,681	)		(2,563	)		(2,281	)
Accumulated other comprehensive income (loss)		(356	)		(325	)		(352	)
Key shareholders’ equity		10,530			10,486			10,303
Noncontrolling interests		12			17			17
Total equity		10,542			10,503			10,320
Total liabilities and equity	$	93,821		$	89,784		$	92,934
Common shares outstanding (000)		859,403			868,477			890,724

Consolidated Statements of Income

(dollars in millions, except per share amounts)

	Three months ended								Twelve months ended
	12-31-14		9-30-14			12-31-13			12-31-14			12-31-13
Interest income
Loans	$	534	$	531		$	532		$	2,110		$	2,151
Loans held for sale		8		4			6			21			20
Securities available for sale		67		67			75			277			311
Held-to-maturity securities		23		25			22			93			82
Trading account assets		6		6			6			25			21
Short-term investments		2		2			2			6			6
Other investments		6		4			6			22			29
Total interest income		646		639			649			2,554			2,620
Interest expense
Deposits		26		28			34			117			158
Federal funds purchased and securities sold under repurchase agreements		—		1			—			2			2
Bank notes and other short-term borrowings		3		2			3			9			8
Long-term debt		35		33			29			133			127
Total interest expense		64		64			66			261			295
Net interest income		582		575			583			2,293			2,325
Provision (credit) for loan and lease losses		22		21			19			59			130
Net interest income (expense) after provision for loan and lease losses		560		554			564			2,234			2,195
Noninterest income
Trust and investment services income		112		99			98			403			393
Investment banking and debt placement fees		126		88			84			397			333
Service charges on deposit accounts		64		68			68			261			281
Operating lease income and other leasing gains		15		17			26			96			117
Corporate services income		53		42			40			178			172
Cards and payments income		43		42			40			166			162
Corporate-owned life insurance income		38		26			33			118			120
Consumer mortgage income		3		3			3			10			19
Mortgage servicing fees		11		9			22			46			58
Net gains (losses) from principal investing		18		9			20			78			52
Other income (a), (b)		7		14			19			44			59
Total noninterest income		490		417			453			1,797			1,766
Noninterest expense
Personnel		409		405			398			1,591			1,609
Net occupancy		63		66			73			261			275
Computer processing		40		39			40			158			156
Business services and professional fees		38		36			42			156			151
Equipment		23		25			26			96			104
Operating lease expense		11		11			10			42			47
Marketing		16		15			18			49			51
FDIC assessment		9		9			7			30			30
Intangible asset amortization		10		10			10			39			44
Provision (credit) for losses on lending-related commitments		—		(2	)		(3	)		(2	)		8
OREO expense, net		2		1			2			5			7
Other expense		83		89			89			334			338
Total noninterest expense		704		704			712			2,759			2,820
Income (loss) from continuing operations before income taxes		346		267			305			1,272			1,141
Income taxes		94		64			70			326			271
Income (loss) from continuing operations		252		203			235			946			870
Income (loss) from discontinued operations, net of taxes		2		(17	)		(5	)		(39	)		40
Net income (loss)		254		186			230			907			910
Less: Net income (loss) attributable to noncontrolling interests		1		—			—			7			—
Net income (loss) attributable to Key	$	253	$	186		$	230		$	900		$	910
Income (loss) from continuing operations attributable to Key common shareholders	$	246	$	197		$	229		$	917		$	847
Net income (loss) attributable to Key common shareholders		248		180			224			878			887
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.29	$	.23		$	.26		$	1.05		$	.93
Income (loss) from discontinued operations, net of taxes		—		(.02	)		(.01	)		(.04	)		.04
Net income (loss) attributable to Key common shareholders (c)		.29		.21			.25			1.01			.98
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders	$	.28	$	.23		$	.26		$	1.04		$	.93
Income (loss) from discontinued operations, net of taxes		—		(.02	)		(.01	)		(.04	)		.04
Net income (loss) attributable to Key common shareholders (c)		.28		.21			.25			.99			.97
Cash dividends declared per common share	$	.065	$	.065		$	.055		$	.25		$	.215
Weighted-average common shares outstanding (000)		858,811		867,350			890,516			871,464			906,524
Weighted-average common shares and potential common shares outstanding (000) (d)		886,186		874,122			897,712			878,199			912,571

(a) For the three months ended December 31, 2014, September 30, 2014, and December 31, 2013, net securities gains (losses) totaled less than $1 million, less than $1 million, and $1 million, respectively. For the three months ended December 31, 2014, September 30, 2014, and December 31, 2013, Key did not have any impairment losses related to securities.

(b) For the twelve months ended December 31, 2014, and December 31, 2013, net securities gains (losses) totaled less than $1 million and $1 million, respectively. For the twelve months ended December 31, 2014, and December 31, 2013, Key did not have any impairment losses related to securities.

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

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