KeyCorp 10Q 2023 Q3 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-11302

KeyCorp

Exact name of registrant as specified in its charter:


Ohio			34-6542451
State or other jurisdiction of incorporation or organization:			I.R.S. Employer Identification Number:


127 Public Square,	Cleveland,	Ohio	44114-1306
Address of principal executive offices:			Zip Code:

(216) 689-3000

Registrant’s telephone number, including area code:

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $1 par value	KEY	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate	KEY PrI	New York Stock Exchange
Perpetual Non-Cumulative Preferred Stock, Series E)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-	KEY PrJ	New York Stock Exchange
Cumulative Preferred Stock, Series F)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-	KEY PrK	New York Stock Exchange
Cumulative Preferred Stock, Series G)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-	KEY PrL	New York Stock Exchange
Cumulative Preferred Stock, Series H)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Common Shares with a par value of $1 each			936,260,261 shares
Title of class			Outstanding at October 30, 2023

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KEYCORP

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION


		Page Number
Item 1.	Financial Statements	52

	Consolidated Balance Sheets	52

	Consolidated Statements of Income	53

	Consolidated Statements of Comprehensive Income	54

	Consolidated Statements of Changes in Equity	55

	Consolidated Statements of Cash Flows	56

	Notes to Consolidated Financial Statements (Unaudited)	57

	Note 1. Basis of Presentation and Accounting Policies	57
	Note 2. Earnings Per Common Share	61
	Note 3. Loan Portfolio	61
	Note 4. Asset Quality	62
	Note 5. Fair Value Measurements	74
	Note 6. Securities	80
	Note 7. Derivatives and Hedging Activities	82
	Note 8. Mortgage Servicing Assets	87
	Note 9. Leases	88
	Note 10. Goodwill	89
	Note 11. Variable Interest Entities	89
	Note 12. Income Taxes	91
	Note 13. Acquisitions and Discontinued Operations	91
	Note 14. Securities Financing Activities	92
	Note 15. Employee Benefits	92
	Note 16. Trust Preferred Securities Issued by Unconsolidated Subsidiaries	93
	Note 17. Contingent Liabilities and Guarantees	93
	Note 18. Accumulated Other Comprehensive Income	95
	Note 19. Shareholders’ Equity	96
	Note 20. Business Segment Reporting	97
	Note 21. Revenue from Contracts with Customers	99
	Note 22. Subsequent Events	100

	Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	101

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Item 2.	Management’s Discussion & Analysis of Financial Condition & Results of Operations	4
	Introduction	4
	Terminology	4
	Forward-looking statements	5
	Long-term financial targets	7

	Strategic developments	8
	Demographics	8
	Supervision and regulation	9
	Results of Operations	15
	Earnings overview	15
	Net interest income	15
	Provision for credit losses	19
	Noninterest income	19
	Noninterest expense	21
	Income taxes	23
	Business Segment Results	23
	Consumer Bank	23
	Commercial Bank	24
	Financial Condition	25
	Loans and loans held for sale	26
	Securities	31
	Deposits and other sources of funds	33
	Capital	34
	Risk Management	37
	Overview	37
	Market risk management	37
	Liquidity risk management	41
	Credit risk management	43
	Operational and compliance risk management	47
	GAAP to Non-GAAP Reconciliations	49
	Critical Accounting Policies and Estimates	50
	Accounting and Reporting Developments	51
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	102
Item 4.	Controls and Procedures	102


	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	102
Item 1A.	Risk Factors	102
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	102
Item 5.	Other Information	103
Item 6.	Exhibits	104
	Signature	105

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PART I. FINANCIAL INFORMATION

Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations

Introduction

This section reviews the financial condition and results of operations of KeyCorp and its subsidiaries for the quarterly periods ended September 30, 2023, and September 30, 2022. Some tables may include additional periods to comply with disclosure requirements or to illustrate trends in greater depth. When you read this discussion, you should also refer to the consolidated financial statements and related notes in this report. The page locations of specific sections and notes that we refer to are presented in the Table of Contents.

References to our “2022 Form 10-K” refer to our Form 10-K for the year ended December 31, 2022, which has been filed with the SEC and is available on its website (www.sec.gov) and on our website (www.key.com/ir).

Terminology

Throughout this discussion, references to “Key,” “we,” “our,” “us,” and similar terms refer to the consolidated entity consisting of KeyCorp and its subsidiaries. “KeyCorp” refers solely to the parent holding company, and “KeyBank” refers solely to KeyCorp’s subsidiary bank, KeyBank National Association. “KeyBank (consolidated)” refers to the consolidated entity consisting of KeyBank and its subsidiaries.

We want to explain some industry-specific terms at the outset so you can better understand the discussion that follows.

•We use the phrase continuing operations in this document to mean all of our businesses other than our government-guaranteed and private education lending business, which has been accounted for as discontinued operations since 2009.

•We engage in capital markets activities primarily through business conducted by our Commercial Bank segment. These activities encompass a variety of products and services. Among other things, we trade securities as a dealer, enter into derivative contracts (both to accommodate clients’ financing needs and to mitigate certain risks), and conduct transactions in foreign currencies (to accommodate clients’ needs).

•For regulatory purposes, capital is divided into two classes. Federal regulations currently prescribe that at least one-half of a bank or BHC’s total risk-based capital must qualify as Tier 1 capital. Both total and Tier 1 capital serve as bases for several measures of capital adequacy, which is an important indicator of financial stability and condition. Banking regulators evaluate a component of Tier 1 capital, known as Common Equity Tier 1, under the Regulatory Capital Rules. The “Capital” section of this report under the heading “Capital adequacy” provides more information on total capital, Tier 1 capital, and the Regulatory Capital Rules, including Common Equity Tier 1, and describes how these measures are calculated.

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The acronyms and abbreviations identified below are used in the Management’s Discussion & Analysis of Financial Condition & Results of Operations as well as in the Notes to Consolidated Financial Statements (Unaudited). You may find it helpful to refer back to this page as you read this report.


ABO: Accumulated benefit obligation. ALCO: Asset/Liability Management Committee. ALLL: Allowance for loan and lease losses. A/LM: Asset/liability management. AML: Anti-money laundering. AOCI: Accumulated other comprehensive income (loss). APBO: Accumulated postretirement benefit obligation. AQN Strategies: Arbitria Quum Notitia, LLC. ARRC: Alternative Reference Rates Committee. ASC: Accounting Standards Codification. ASR: Accelerated share repurchase. ASU: Accounting Standards Update. ATMs: Automated teller machines. BSA: Bank Secrecy Act. BHCA: Bank Holding Company Act of 1956, as amended. BHCs: Bank holding companies. Board: KeyCorp Board of Directors. CAPM: Capital Asset Pricing Model. CARES Act: Coronavirus Aid, Relief, and Economic Security Act. CCAR: Comprehensive Capital Analysis and Review. Cain Brothers: Cain Brothers & Company, LLC. CECL: Current Expected Credit Losses. CFPB: Consumer Financial Protection Bureau, also known as the Bureau of Consumer Financial Protection. CFTC: Commodities Futures Trading Commission. CMBS: Commercial mortgage-backed securities. CMO: Collateralized mortgage obligation. Common Shares: KeyCorp common shares, $1 par value. CVA: Credit valuation adjustment. DCF: Discounted cash flow. DIF: Deposit Insurance Fund of the FDIC. Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. EAD: Exposure at default. EBITDA: Earnings before interest, taxes, depreciation, and amortization. EPS: Earnings per share. ERISA: Employee Retirement Income Security Act of 1974. ERM: Enterprise risk management. ESG: Environmental, social, and governance. EVE: Economic value of equity. FASB: Financial Accounting Standards Board. FDIA: Federal Deposit Insurance Act, as amended. FDIC: Federal Deposit Insurance Corporation. Federal Reserve: Board of Governors of the Federal Reserve System. FHLB: Federal Home Loan Bank of Cincinnati. FHLMC: Federal Home Loan Mortgage Corporation. FICO: Fair Isaac Corporation. FINRA: Financial Industry Regulatory Authority. First Niagara: First Niagara Financial Group, Inc. FNMA: Federal National Mortgage Association. FSOC: Financial Stability Oversight Council.			FVA: Fair value of employee benefit plan assets. GAAP: U.S. generally accepted accounting principles. GNMA: Government National Mortgage Association. HTC: Historic tax credit. IDI: Insured depository institution. IRS: Internal Revenue Service. ISDA: International Swaps and Derivatives Association. KBCM: KeyBanc Capital Markets, Inc. KCC: Key Capital Corporation. KCDC: Key Community Development Corporation. KCIC: Key Community Investment Capital LLC. KEF: Key Equipment Finance. LCR: Liquidity coverage ratio. LGD: Loss given default. LIBOR: London Interbank Offered Rate. LIHTC: Low-income housing tax credit. LTV: Loan-to-value. Moody’s: Moody’s Investor Services, Inc. MRM: Market Risk Management group. MRC: Market Risk Committee. N/A: Not applicable. NAV: Net asset value. NFA: National Futures Association. N/M: Not meaningful. NMTC: New market tax credit. NOW: Negotiable Order of Withdrawal. NPR: Notice of proposed rulemaking. NSF: Non-sufficient funds. NYSE: New York Stock Exchange. OCC: Office of the Comptroller of the Currency. OCI: Other comprehensive income (loss). OREO: Other real estate owned. PBO: Projected benefit obligation. PCCR: Purchased credit card relationship. PCD: Purchased credit deteriorated. PD: Probability of default. PPP: Paycheck Protection Program. RMBS: Residential mortgage-backed securities. S&P: Standard and Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc. SEC: U.S. Securities & Exchange Commission. SIFIs: Systemically important financial institutions, including large, interconnected BHCs and nonbank financial companies designated by FSOC for supervision by the Federal Reserve. SOFR: Secured Overnight Financing Rate. TDR: Troubled debt restructuring. TE: Taxable-equivalent. U.S. Treasury: United States Department of the Treasury. VaR: Value at risk. VEBA: Voluntary Employee Beneficiary Association. VIE: Variable interest entity.

Forward-looking statements

From time to time, we have made or will make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not relate strictly to historical or current facts. Forward-looking statements usually can be identified by the use of words such as “goal,” “objective,” “plan,” “expect,” “assume,” “anticipate,” “intend,” “project,” “believe,” “estimate,” “will,” “would,” “should,” “could,” or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations. Our disclosures in this report contain forward-looking statements. We may also make forward-looking statements in other documents filed with or furnished to the SEC. In addition, we may make forward-looking statements orally to analysts, investors, representatives of the media, and others.

Forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, many of which are outside of our control. Our actual results may differ materially from those set forth in our forward-looking statements.

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There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause our actual results to differ from those described in forward-looking statements include, but are not limited to:

•our concentrated credit exposure in commercial and industrial loans;

•deterioration of commercial real estate market fundamentals;

•defaults by our loan counterparties or clients;

•adverse changes in credit quality trends;

•declining asset prices;

•deterioration of asset quality and an increase in credit losses;

•labor shortages and supply chain constraints, as well as the impact of inflation;

•the extensive regulation of the U.S. financial services industry;

•changes in accounting policies, standards, and interpretations;

•operational or risk management failures by us or critical third parties;

•breaches of security or failure or unavailability of our technology systems due to technological or other factors and cybersecurity threats;

•negative outcomes from claims or litigation;

•failure or circumvention of our controls and procedures;

•the occurrence of natural disasters, which may be exacerbated by climate change;

•societal responses to climate change;

•increased operational risks resulting from remote work;

•evolving capital and liquidity standards under applicable regulatory rules;

•disruption of the U.S. financial system, including the impact of inflation and a potential global economic downturn or recession;

•our ability to receive dividends from our subsidiaries, including KeyBank;

•unanticipated changes in our liquidity position, including but not limited to, changes in our access to or the cost of funding and our ability to secure alternative funding sources;

•downgrades in our credit ratings or those of KeyBank;

•a worsening of the U.S. economy due to financial, political or other shocks;

•our ability to anticipate interest rate changes and manage interest rate risk;

•uncertainty surrounding the transition from LIBOR to an alternate reference rate;

•deterioration of economic conditions in the geographic regions where we operate;

•the soundness of other financial institutions, including the impact of recent bank failures;

•our ability to manage our reputational risks;

•our ability to timely and effectively implement our strategic initiatives;

•increased competitive pressure;

•our ability to adapt our products and services to industry standards and consumer preferences;

•our ability to attract and retain talented executives and employees;

•unanticipated adverse effects of strategic partnerships or acquisitions and dispositions of assets or businesses and;

•our ability to develop and effectively use the quantitative models we rely upon in our business planning.

Any forward-looking statements made by us or on our behalf speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or circumstances, except as required by applicable securities laws. Before making an investment decision, you should carefully consider all risks and uncertainties disclosed in our 2022 Form 10-K, in Part II, Item 1A. "Risk Factors" of our Form 10-Q for the quarter ended March 31, 2023, and in any subsequent reports filed with the SEC by Key, as well as our registration statements under the Securities Act of 1933, as amended, all of which are or will upon filing be accessible on the SEC’s website at www.sec.gov and on our website at www.key.com/ir.

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Long-term financial targets

(a)See the section entitled “GAAP to Non-GAAP Reconciliations,” which presents the computations of certain financial measures related to “cash efficiency.” The section includes tables that reconcile the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

(a)See the section entitled “GAAP to Non-GAAP Reconciliations,” which presents the computations of certain financial measures related to “tangible common equity.” The section includes tables that reconcile the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

Positive Operating Leverage

Generate positive operating leverage and a cash efficiency ratio in the range of 54% to 56%.

We continue to exercise disciplined expense management. Expenses were up 3% quarter-over-quarter and stable year-over-year. Our commitment to positive operating leverage remains.

Moderate Risk Profile

Maintain a moderate risk profile by targeting a net loan charge-offs to average loans ratio in the range of .40% to .60% through a credit cycle.

We believe our strong risk management practices and disciplined underwriting continue to strengthen our credit quality. Net charge-offs to average loans remain at low levels, in alignment with our moderate risk profile.

Financial Return

A return on average tangible common equity in the range of 16% to 19%.

Our relationship-based business model, strong expense management and disciplined underwriting continue to drive sound, profitable growth.

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Strategic developments

Our actions and results during the third quarter of 2023 support our corporate strategy described in the “Introduction” section under the “Corporate strategy” heading on page 49 of our 2022 Form 10-K.

•Our relationship-based business model provides us with a strong granular deposit base and attractive lending and fee-based opportunities. Our long-term strategic commitment to primacy, that is, serving as our client's primary bank, continues to serve us well.

•We are focusing on high-impact initiatives that improve efficiency and support ongoing strategic investments to position Key for success in the future environment.

•We continue to be proactive from both a balance sheet optimization and capital allocation perspective, strengthening our balance sheet by continuing to grow deposits and improve funding and liquidity, while also reducing risk-weighted assets.

•Overall, credit quality remains strong and we continue to benefit from our high-quality, relationship-based loan portfolio. Our continuous focus on maintaining our risk discipline has and will continue to position us to perform well through all business cycles.

•Our strong capital position allows us to continue to execute against our capital priorities. During the third quarter, the Board of Directors declared a Common Share dividend of $.205 per Common Share, and our Common Equity Tier 1 ratio was 9.8%(a) as of September 30, 2023.

Current year expectations - full year 2023 vs. full year 2022


Category						Expectations (b)
Average loans						up 6% to 9%
Average deposits						flat to down 2%
Net interest income (TE)						down 12% to 14%
Noninterest income						down 7% to 9%
Noninterest expense						relatively stable(c)
Net charge-offs to average loans						25 to 30 basis points (FY2023)
Effective tax rate						18% to 19% (FY2023)

Quarterly expectations

Category

4Q23 (vs 3Q23)(b)

Average loans

down 1% to 3%

Average deposits

relatively stable

Net interest income (TE)

relatively stable

Noninterest income

up 1% to 3%

Noninterest expense

relatively stable(c)

Net charge-offs to average loans

25 to 35 basis points (4Q23)

Effective tax rate

18% to 19% (4Q23)

(a) September 30, 2023 capital ratios are estimates

(b) Relatively stable: +/- 2%

(c) Excludes proposed FDIC special assessment discussed under the heading “Supervision and regulation - Deposit insurance and assessments” within this Form 10-Q, efficiency related expenses, and an expected pension settlement charge.

Demographics

The Consumer Bank serves individuals and small businesses throughout our 15-state branch footprint as well as healthcare professionals nationally through our Laurel Road digital brand by offering a variety of deposit and investment products, personal finance and financial wellness services, lending, student loan refinancing, mortgage and home equity, credit card, treasury services, and business advisory services. In addition, wealth management and investment services are offered to assist non-profit and high-net-worth clients with their banking, trust, portfolio management, life insurance, charitable giving, and related needs.

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Sector, Real Estate, and Technology. This operating segment includes the KBCM platform, which provides a broad suite of capital markets products and services including syndicated finance, debt and equity capital markets, derivatives, foreign exchange, financial advisory, and public finance. Additionally, KBCM provides fixed income and equity sales and trading services to investor clients.

Supervision and regulation

The following discussion provides a summary of recent regulatory developments and should be read in conjunction with the disclosure included in our 2022 Form 10-K under the heading “Supervision and Regulation” in Item 1. Business and under the heading “II. Compliance Risk” in Item 1A. Risk Factors as well as the disclosure included in Part II, Item 1A. "Risk Factors" of our Form 10-Q for the quarter ended March 31, 2023.

Regulatory capital requirements

KeyCorp and KeyBank are subject to regulatory capital requirements that are based largely on the Basel III international capital framework (“Basel III”). The Basel III capital framework and the U.S. implementation of the Basel III capital framework (“Regulatory Capital Rules”) are discussed in more detail in Item 1. Business of our 2022 Form 10-K under the heading “Supervision and Regulation — Regulatory capital requirements.”

Under the Regulatory Capital Rules, standardized approach banking organizations, such as KeyCorp and KeyBank, are required to meet the minimum capital and leverage ratios set forth in Figure 1 below. At September 30, 2023, KeyCorp’s ratios under the fully phased-in Regulatory Capital Rules are set forth in Figure 1.

Figure 1. Minimum Capital Ratios and KeyCorp Ratios Under the Regulatory Capital Rules


Ratios (including stress capital buffer)	Regulatory Minimum Requirement		Stress Capital Buffer (b)		Regulatory Minimum With Stress Capital Buffer		KeyCorp September 30, 2023 (c)
Common Equity Tier 1	4.5	%	2.5	%	7.0	%	9.8	%
Tier 1 Capital	6.0		2.5		8.5		11.4
Total Capital	8.0		2.5		10.5		13.8
Leverage (a)	4.0		N/A		4.0		8.9

(a)As a standardized approach banking organization, KeyCorp is not subject to the 3% supplemental leverage ratio requirement, which became effective January 1, 2018.

(b)Stress capital buffer must consist of Common Equity Tier 1 capital. As a standardized approach banking organization, KeyCorp is not subject to the countercyclical capital buffer of up to 2.5% imposed upon an advanced approaches banking organization under the Regulatory Capital Rules.

(c)September 30, 2023 ratios are estimated and reflect the five-year transition of CECL impacts on regulatory ratios.

Revised prompt corrective action framework

The federal prompt corrective action (“PCA”) framework under the FDIA groups FDIC-insured depository institutions into one of five prompt corrective action capital categories: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” In addition to implementing the Basel III capital framework in the United States, the Regulatory Capital Rules also revised the PCA capital category threshold ratios applicable to FDIC-insured depository institutions such as KeyBank, with an effective date of January 1, 2015. The revised PCA framework table in Figure 2 identifies the capital category thresholds for a “well capitalized” and an “adequately capitalized” institution under the PCA Framework.

Figure 2. "Well Capitalized" and "Adequately Capitalized" Capital Category Ratios under Revised PCA Framework


Prompt Corrective Action	Capital Category
Ratio	Well Capitalized (a)		Adequately Capitalized
Common Equity Tier 1 Risk-Based	6.5	%	4.5	%
Tier 1 Risk-Based	8.0		6.0
Total Risk-Based	10.0		8.0
Tier 1 Leverage (b)	5.0		4.0

(a)A “well capitalized” institution also must not be subject to any written agreement, order, or directive to meet and maintain a specific capital level for any capital measure.

(b)As a “standardized approach” banking organization, KeyBank is not subject to the 3% supplemental leverage ratio requirement, which became effective January 1, 2018.

As of September 30, 2023, KeyBank (consolidated) satisfied the risk-based and leverage capital requirements necessary to be considered “well capitalized” for purposes of the PCA framework. However, investors should not regard this determination as a representation of the overall financial condition or prospects of KeyBank because the PCA framework is intended to serve a limited supervisory function. Moreover, it is important to note that the PCA framework does not apply to BHCs, like KeyCorp.

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Recent regulatory capital-related changes

On July 27, 2023, the federal banking agencies issued a proposal (the “Capital Proposal”) that would make significant changes to the Regulatory Capital Rules applicable to banking organizations with total assets of $100 billion or more and their depository institution subsidiaries (“Large Banking Organizations”) (including KeyCorp and KeyBank) and banking organizations with significant trading activity. This proposal would implement the final elements of the Basel III capital framework and make other changes to the Regulatory Capital Rules in response to recent bank failures. The Capital Proposal would establish a new framework for calculating risk-weighted assets (the “expanded risk-based approach”) that would apply to Large Banking Organizations. The expanded risk-based approach would include a new more risk-sensitive standardized approach for measuring credit risk and operational risk. It would also include new standardized approaches for measuring market risk and credit valuation adjustment risk but would allow the use of internal models for market risk in certain circumstances with regulatory approval. Under the Capital Proposal, a Large Banking Organization would be required to calculate its risk-based capital ratios under both the expanded risk-based approach and the current standardized approach and would use the lower of the two. All capital buffer requirements, including the stress capital buffer requirement, would apply regardless of whether the expanded risk-based approach or the existing standardized approach produces the lower ratio.

The Capital Proposal would also align the calculation of regulatory capital for Category III and IV banking organizations with the calculation of regulatory capital for Category I and II banking organizations. KeyCorp and KeyBank are Category IV banking organizations. Under the proposal, Category III and IV banking organizations would be required to include most components of AOCI, including net unrealized gains and losses on available-for-sale securities, in regulatory capital. Category III and IV banking organizations would also be required to apply the same capital deductions and minority interest treatments that currently apply to Category I and Category II banking organizations. In addition, all Large Banking Organizations would be subject to the supplementary leverage ratio and countercyclical capital buffer requirement and would be required to make certain enhanced public disclosures.

The expanded total risk-weighted assets calculation used in the expanded risk-based approach would be phased in over a three-year period starting on July 1, 2025. For Category III and IV banking organizations, the requirement to reflect AOCI in regulatory capital would also be phased in over a three-year period starting on July 1, 2025. All other elements of the calculation of regulatory capital would apply on the effective date of the final rule, which is expected to be on or about July 1, 2025. On October 20, 2023, the federal banking agencies extended the comment period for the Capital Proposal from November 30, 2023, to January 16, 2024. Also, on October 20, 2023, the Federal Reserve commenced a data collection process to gather additional information from the banking organizations affected by the Capital Proposal to enable the agencies to refine their estimate of the impact of the proposal and inform the finalization of the proposal. Participation by these banking organizations in the data collection is voluntary.

Capital planning and stress testing

On June 28, 2023, the Federal Reserve announced the results of the supervisory stress test that it conducted of 23 large BHCs (not including KeyCorp). As a Category IV banking organization subject to a supervisory stress test every other year, KeyCorp was not required to participate in the Federal Reserve’s supervisory stress test in 2023. On July 27, 2023, the Federal Reserve confirmed that KeyCorp’s required stress capital buffer (based on the results of KeyCorp’s June 2022 stress test) is 2.5%, which is the minimum buffer required for banking organizations the size of KeyCorp.

See Item 1. Business of our 2022 Form 10-K under the heading “Supervision and Regulation - Regulatory capital requirements - Capital planning and stress testing” for a discussion of other developments concerning capital planning and stress testing requirements.

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Deposit insurance and assessments

On October 18, 2022, the FDIC adopted a final rule, applicable to all IDIs, to increase the initial base deposit insurance assessment rate schedules uniformly by two basis points consistent with the Amended Restoration Plan approved by the FDIC on June 21, 2022. The FDIC indicated that it was taking this action in order to restore the DIF reserve ratio to the required statutory minimum of 1.35% by the statutory deadline of September 30, 2028. The FDIC said that the reserve ratio had declined below this level because of the increase in insured deposits since the start of the pandemic and other factors that affect the level of the DIF. Under the final rule, the increase in rates began with the first quarterly assessment period of 2023 and will remain in effect unless and until the reserve ratio meets or exceeds 2% in order to support growth in the DIF in progressing toward the FDIC’s long-term goal of a 2% reserve ratio. The increase in assessment rates applies to KeyBank.

On March 10, 2023, and March 12, 2023, Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”) were closed by the state banking authorities in California and New York, respectively, and the FDIC was appointed as receiver of SVB and Signature. All deposits of SVB and Signature were transferred to bridge banks established by the FDIC under the systemic risk exception to the least cost test in the FDIA so that the uninsured deposits as well as the insured deposits of both banks were protected by the FDIC. Under the FDIA, the loss to the DIF arising from the use of the systemic risk exception must be recovered through one or more special assessments.

On May 11, 2023, the FDIC issued for public comment a proposed rule to impose a special assessment on IDIs to recover the loss to the DIF resulting from the use of the systemic risk exception to protect the uninsured depositors of SVB and Signature. Under the proposal, the FDIC would collect a special assessment from IDIs at an annual rate of approximately 12.5 basis points over eight quarterly assessment periods, starting with the first quarterly assessment period of 2024. The assessment base for the proposed special assessment would be equal to an IDI’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion in estimated uninsured deposits held by the IDI. The special assessment rate could be revised before the proposal is finalized in order to reflect any adjustments to the estimated loss to the DIF from protecting the uninsured depositors of SVB and Signature, any mergers or failures of IDIs, or any amendments to the reported estimates of uninsured deposits by the covered IDIs. In its proposal, the FDIC indicated that the special assessment would be a tax-deductible operating expense for IDIs, and that it assumed that the effect on income of the entire amount of the special assessment would occur in one quarter for the IDIs subject to the assessment. Comments on the proposal were due by July 21, 2023.

As proposed, the current estimated impact of the special assessment to Key is approximately $176 million which is expected to be recognized upon the rule’s final issuance. Any change to the amount of the uninsured deposits subject to the rule or the terms of the final rule impacting the determination of uninsured deposits, exclusionary criteria, annual rate, or term of annual rate application would have a direct impact on the estimate of Key’s special assessment.

The FDIC’s proposal for a special assessment discussed above is not intended to recover the estimated $13 billion loss to the DIF from the failure of First Republic Bank in May 2023 or the estimated $2.7 billion loss to the DIF from the failures of SVB and Signature that was not related to the protection of uninsured depositors. The FDIC indicated that no further adjustments to assessments are contemplated at this time to recover those losses but that it will re-evaluate this issue in the future when it updates projections for the DIF balance and the reserve ratio in connection with its periodic review of the DIF Restoration Plan that was adopted in 2022. The FDIC updates these projections at least semiannually.

See Item 1. Business of our 2022 Form 10-K under the heading “Supervision and Regulation – FDIA, Resolution Authority and Financial Stability - Deposit insurance and assessments” for a discussion of other developments concerning deposit insurance and assessments.

Long-term debt requirement

On August 29, 2023, the federal banking agencies issued for public comment a proposal that would require certain large BHCs and certain large IDIs to issue and maintain minimum amounts of long-term debt (“LTD”). This proposal would apply to Category II, III, and IV BHCs (including KeyCorp) and IDIs that (i) are not consolidated subsidiaries of U.S. global systemically important banks and (ii) have at least $100 billion in total assets (including KeyBank) or

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are affiliated with an IDI that has at least $100 billion in total assets. Under the proposal, the required minimum amount of LTD would be the greater of 6 percent of an entity’s total risk-weighted assets, 3.5 percent of an entity’s average total consolidated assets, and 2.5 percent of an entity’s total leverage exposure if it is subject to the supplementary leverage ratio. IDIs that are consolidated subsidiaries of BHCs would be required to issue the LTD to their parent company or another entity that consolidates the IDI.

Debt instruments issued to satisfy the minimum LTD requirement would have to meet certain criteria including, among other things, being unsecured, have a remaining maturity of more than one year, and not provide the holder with acceleration rights except in limited circumstances. BHCs subject to the proposal would also have to comply with certain “clean holding-company” requirements such as a cap on liabilities other than eligible LTD and a prohibition on entering into most qualified financial contracts with third parties. The proposal would provide a three-year transition period with the incremental phase-in of the requirements during this period. The federal banking agencies indicated that the proposal would improve the resolvability of the covered entities in case of their failure, reduce costs to the DIF, and mitigate contagion and financial stability risks by reducing the risk of loss to uninsured depositors. Comments on the proposal are due by November 30, 2023.

Resolution plans

On August 29, 2023, the FDIC released for public comment a proposal to amend and restate its current resolution plan rule in order to clarify and strengthen resolution plan submission requirements and reflect lessons learned since the adoption of the FDIC’s current resolution plan rule in 2012. Among other things, the proposal would (i) require IDIs with more than $100 billion in total assets (including KeyBank) to submit full resolution plans every two years, (ii) require IDIs with total assets between $50 billion and $100 billion to submit informational filings every two years, (iii) require both groups of filers to submit more limited supplements in the off years, (iv) enhance and clarify the requirements for the content of resolution submissions, (v) codify certain aspects of guidance and feedback provided to filers subject to the current rule, (vi) expand expectations regarding engagement and capabilities testing, and (vii) establish an enhanced credibility standard for the evaluation of resolution submissions. Comments on the proposal are due by November 30, 2023.

See Item 1. Business of our 2022 Form 10-K under the heading “Supervision and Regulation - FDIA, Resolution Authority and Financial Stability - Resolution plans” for a discussion of other recent developments concerning resolution plans.

Climate-related financial risk management

On October 24, 2023, the federal banking agencies issued a set of principles that provide a high-level framework for the safe and sound management of exposures to climate-related financial risks for financial institutions with over $100 billion in total consolidated assets. These principles are intended to provide large financial institutions with guidance in their efforts to identify, measure, monitor, and mitigate physical and transition risks associated with climate change. These principles discuss how these risks can be addressed in the following areas: governance; policies, procedures, and limits; strategic planning; risk management; data, risk measurement, and reporting; and scenario analysis. These principles also describe how climate-related financial risks can be addressed in connection with various specific risk categories, including credit risk, liquidity risk, operational risk, and legal/compliance risk. This interagency guidance applies to KeyCorp and KeyBank.

See Item 1. Business of our 2022 Form 10-K under the heading “Supervision and Regulation - Other Regulatory Developments - Developments relating to climate change” for a discussion of other recent developments relating to climate change.

Community Reinvestment Act

On October 24, 2023, the federal banking agencies adopted a final rule to strengthen and modernize their regulations implementing the Community Reinvestment Act to better achieve the purposes of the law, adapt to changes in the banking industry, and provide clarity and consistency in the application of their regulations. Among other things, the final rule (1) clarifies what activities constitute eligible community development activities, (2) adopts four new tests under which large banks with more than $2 billion in assets (including KeyBank) will be evaluated, (3) applies a new framework for assigning conclusions and ratings to banks, (4) updates requirements for delineating

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facility-based assessment areas, (5) provides for the evaluation of certain large banks in retail lending assessment areas as well as facility-based assessment areas, and (6) imposes new data collection and reporting requirements. The four new tests under which large banks will be evaluated are a retail lending test, a retail services and products test, a community development financing test, and a community development services test. Various metrics and performance standards will be applied under these tests. Some provisions of the final rule will be effective on April 1, 2024 while many other provisions will be effective on January 1, 2026, and certain reporting requirements will be effective on January 1, 2027. KeyBank is subject to the final rule.

See Item 1. Business of our 2022 Form 10-K under the heading “Supervision and Regulation - Other Regulatory Developments – Community Reinvestment Act” for a discussion of other recent developments relating to the Community Reinvestment Act.

Debit Card Interchange Fee Cap

On October 25, 2023, the Federal Reserve issued for public comment a proposal to lower the maximum interchange fee that a debit card issuer with $10 billion or more in total consolidated assets (including KeyBank) can receive for a debit card transaction. The Federal Reserve issued this proposal to update the interchange fee cap that it adopted in 2011 to implement a provision in the Dodd-Frank Act. The interchange fee cap is currently set at the sum of 21 cents for each transaction plus an amount equal to 0.05% of the value of the transaction and a one cent fraud prevention adjustment for issuers that satisfy certain criteria. In the new proposal, the Federal Reserve proposed to lower the cap to the sum of 14.4 cents for each transaction plus an amount equal to 0.04% of the value of the transaction and a 1.3 cent fraud prevention adjustment. The Federal Reserve indicated that it was proposing this revision to the fee cap to reflect changes in issuer costs. The Federal Reserve also proposed to update the amount of the fee cap every other year going forward by using data it collects in a biennial survey of large debit card issuers. Comments on the proposal are due 90 days after it is published in the Federal Register.

Cybersecurity disclosure requirements

On July 26, 2023, the SEC adopted final rules requiring public companies (including KeyCorp) to disclose on Form 8-K material cybersecurity incidents and to disclose annually on Form 10-K information regarding their cybersecurity risk management, strategy, and governance. Material cybersecurity incidents must be disclosed on Form 8-K within four business days after the company determines that the cybersecurity incident is material unless the U.S. Attorney General determines that immediate disclosure would pose a substantial risk to national security or public safety. The disclosure of a cybersecurity incident must include a description of the incident’s nature, scope, and timing, as well as its material impact or reasonably likely material impact on the company. The annual disclosure on Form 10-K must include information regarding a company’s processes, if any, to assess, identify, and manage material cybersecurity risks, management’s role in assessing and managing material cybersecurity risks, and the board of directors’ oversight of cybersecurity risks. Companies are required to comply with the Form 8-K incident disclosure requirements starting on December 18, 2023. The disclosures on Form 10-K will be required in annual reports for fiscal years ending on or after December 15, 2023.

Final NYSE Clawback Listing Standards

On October 26, 2022, the SEC adopted final rules implementing the incentive-based compensation recovery (clawback) provisions mandated by Section 954 of the Dodd-Frank Act. The rules, which are set forth under new Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), directed U.S. stock exchanges to establish listing standards requiring listed companies to adopt policies providing for the recovery (or clawback) of incentive-based compensation received by current or former executive officers where such compensation is based on the erroneously reported financial information which required an accounting restatement (a “Clawback Policy”). Under the rules, a company must recover erroneously awarded incentive compensation “reasonably promptly” after such obligation is incurred. Rule 10D-1 also requires that the listing standards include disclosure requirements related to clawbacks.

On June 9, 2023, the SEC approved the NYSE’s proposed clawback listing standards. Consistent with Rule 10D-1, the NYSE listing standards require NYSE-listed companies, including KeyCorp, to (i) adopt and implement a compliant Clawback Policy, (ii) file the Clawback Policy as an exhibit to their annual reports, and (iii) provide certain disclosures relating to any compensation recovery triggered by the policy. Failure to comply with the NYSE listing

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standards could result in a suspension from trading on the NYSE and the commencement of delisting procedures. KeyCorp will be required to adopt a compliant Clawback Policy no later than December 1, 2023.

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Results of Operations

Earnings overview

The following chart provides a reconciliation of net income from continuing operations attributable to Key common shareholders for the three months ended September 30, 2022, to the three months ended September 30, 2023 (dollars in millions):

Net interest income

One of our principal sources of revenue is net interest income. Net interest income is the difference between interest income received on earning assets (such as loans and securities) and loan-related fee income, and interest expense paid on deposits and borrowings. There are several factors that affect net interest income, including:

•the volume, pricing, mix, and maturity of earning assets and interest-bearing liabilities;

•the volume and value of net free funds, such as noninterest-bearing deposits and equity capital;

•the use of derivative instruments to manage interest rate risk;

•interest rate fluctuations and competitive conditions within the marketplace;

•asset quality; and

•fair value accounting of acquired earning assets and interest-bearing liabilities.

To make it easier to compare both the results across several periods and the yields on various types of earning assets (some taxable, some not), we present net interest income in this discussion on a “TE basis” (i.e., as if all income were taxable and at the same rate). For example, $100 of tax-exempt income would be presented as $126, an amount that, if taxed at the statutory federal income tax rate of 21%, would yield $100.

Figure 3 shows the various components of our balance sheet that affect interest income and expense and their respective yields or rates for the current periods and comparative year ago periods. This figure also presents a reconciliation of TE net interest income to net interest income reported in accordance with GAAP for each of those quarters. The net interest margin, which is an indicator of the profitability of the earning assets portfolio less cost of funding, is calculated by dividing annualized TE net interest income by average earning assets.

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Net interest income (TE) was $923 million for the third quarter of 2023 and the net interest margin was 2.01%. Compared to the third quarter of 2022, net interest income (TE) decreased $280 million and net interest margin decreased by seventy-three basis points. The decrease in net interest income (TE) and the net interest margin reflects higher interest-bearing deposit costs and a shift in funding mix to higher cost deposits and borrowings due to the higher interest rate environment. Partly offsetting the decline in net interest income and the net interest margin were higher earning asset balances and yields.

For the nine months ended September 30, 2023, net interest income (TE) decreased $312 million from the same period last year and net interest margin decreased by forty basis points. The decline in net interest income (TE) and the net interest margin was driven by higher interest-bearing deposit costs, a shift in funding mix to higher cost deposits and borrowings, and lower loan fees from PPP. Partly offsetting the decline in net interest income and the net interest margin were higher earning asset balances and yields.

Average loans were $117.6 billion for the third quarter of 2023, an increase of $3.2 billion compared to the third quarter of 2022. The increase reflects growth in commercial and industrial loans, which increased $3.0 billion from the same period in the prior year.

Average deposits totaled $144.8 billion for the third quarter of 2023, an increase of $596 million compared to the year-ago quarter. The increase was driven by higher wholesale deposits and public sector deposits, partly offset by a continuation of impacts from changing client behavior reflective of higher interest rates and a normalization of pandemic-related deposits.

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Figure 3. Consolidated Average Balance Sheets, Net Interest Income, and Yields/Rates and Components of Net Interest Income Changes from Continuing Operations(h)


	Three months ended September 30, 2023						Three months ended September 30, 2022						Change in Net interest income due to
Dollars in millions	Average Balance		Interest (a)		Yield/ Rate (a)		Average Balance		Interest (a)		Yield/ Rate (a)		Volume		Yield/Rate		Total
ASSETS
Loans (b), (c)
Commercial and industrial (d)	$	59,187	$	886	5.94	%	$	56,151	$	578	4.09	%	$	33	$	275	$	308
Real estate — commercial mortgage	15,844		238		5.97		16,002		168		4.18		(2)		72		70
Real estate — construction	2,820		48		6.77		2,306		27		4.58		7		14		21
Commercial lease financing	3,707		30		3.25		3,892		25		2.58		(1)		6		5
Total commercial loans	81,558		1,202		5.85		78,351		798		4.05		37		367		404
Real estate — residential mortgage	21,459		176		3.28		20,256		152		3.00		9		15		24
Home equity loans	7,418		110		5.87		8,024		91		4.51		(7)		26		19
Consumer direct loans	6,169		77		4.96		6,766		72		4.25		(7)		12		5
Credit cards	991		35		14.16		969		28		11.63		1		6		7
Consumer indirect loans	32		1		3.77		52		—		—		—		1		1
Total consumer loans	36,069		399		4.40		36,067		343		3.80		(4)		60		56
Total loans	117,627		1,601		5.41		114,418		1,141		3.97		33		427		460
Loans held for sale	1,356		19		5.73		1,102		14		5.22		3		2		5
Securities available for sale (b), (e)	37,271		192		1.76		42,271		196		1.69		(25)		21		(4)
Held-to-maturity securities (b)	9,020		79		3.50		7,933		55		2.79		8		16		24
Trading account assets	1,203		15		4.97		841		8		3.65		4		3		7
Short-term investments	8,416		123		5.79		3,043		32		4.13		75		16		91
Other investments (e)	1,395		22		6.35		1,054		5		1.78		2		15		17
Total earning assets	176,288		2,051		4.47		170,662		1,451		3.30		100		500		600
Allowance for loan and lease losses	(1,477)						(1,099)
Accrued income and other assets	17,530						18,629
Discontinued assets	374						478
Total assets	$	192,715					$	188,670

LIABILITIES
Money market deposits	$	35,243	$	213	2.40	%	$	35,379	$	8	.10	%	$	—	$	205	$	205
Demand deposits	55,837		315		2.24		47,671		42		.35		8		265		273
Savings deposits	5,966		1		.05		7,904		—		.01		—		1		1
Certificates of deposit ($100,000 or more)	5,446		55		4.01		1,347		2		.47		18		35		53
Other time deposits	9,636		103		4.25		2,713		7		.97		43		53		96
Total interest-bearing deposits	112,128		687		2.43		95,014		59		.25		69		559		628
Federal funds purchased and securities sold under repurchase agreements	710		9		5.04		3,562		19		2.10		(23)		13		(10)
Bank notes and other short-term borrowings	5,819		81		5.54		3,725		24		2.53		19		38		57
Long-term debt (f), (g)	21,584		351		6.50		17,704		146		3.32		38		167		205
Total interest-bearing liabilities	140,241		1,128		3.20		120,005		248		.82		103		777		880
Noninterest-bearing deposits	32,697						49,215
Accrued expense and other liabilities	5,572						4,358
Discontinued liabilities (g)	374						478
Total liabilities	178,884						174,056
EQUITY
Key shareholders’ equity	13,831						14,614
Noncontrolling interests	—						—
Total equity	13,831						14,614
Total liabilities and equity	$	192,715					$	188,670

Interest rate spread (TE)					1.27	%					2.48	%
Net interest income (TE) and net interest margin (TE)			$	923	2.01	%			$	1,203	2.74	%	$	(3)	$	(277)	(280)
TE adjustment (b)			8						7
Net interest income, GAAP basis			$	915					$	1,196

(a)Results are from continuing operations. Interest excludes the interest associated with the liabilities referred to in (g), 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 21% for the three months ended September 30, 2023, and September 30, 2022.

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

(d)Commercial and industrial average balances include $202 million and $162 million of assets from commercial credit cards for the three months ended September 30, 2023, and September 30, 2022, 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.

(h)Average balances presented are based on daily average balances over the respective stated period.

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Figure 3. Consolidated Average Balance Sheets, Net Interest Income, and Yields/Rates and Components of Net Interest Income Changes from Continuing Operations(h)


	Nine months ended September 30, 2023						Nine months ended September 30, 2022						Change in Net interest income due to
Dollars in millions	Average Balance		Interest (a)		Yield/ Rate (a)		Average Balance		Interest (a)		Yield/ Rate (a)		Volume		Yield/Rate		Total
ASSETS
Loans (b), (c)
Commercial and industrial (d)	$	60,294	$	2,574	5.71	%	$	53,878	$	1,437	3.57	%	$	188	$	949	$	1,137
Real estate — commercial mortgage	16,178		697		5.76		15,278		425		3.72		26		246		272
Real estate — construction	2,663		131		6.58		2,154		64		3.95		18		49		67
Commercial lease financing	3,749		86		3.06		3,883		72		2.48		(3)		17		14
Total commercial loans	82,884		3,488		5.63		75,193		1,998		3.55		229		1,261		1,490
Real estate — residential mortgage	21,534		524		3.25		18,331		395		2.87		74		55		129
Home equity loans	7,621		325		5.71		8,191		244		3.98		(18)		99		81
Consumer direct loans	6,309		229		4.86		6,414		201		4.20		(3)		31		28
Credit cards	986		101		13.68		948		76		10.75		3		22		25
Consumer indirect loans	37		1		1.54		67		—		—		—		1		1
Total consumer loans	36,487		1,180		4.32		33,951		916		3.60		56		208		264
Total loans	119,371		4,668		5.23		109,144		2,914		3.57		285		1,469		1,754
Loans held for sale	1,118		49		5.90		1,230		36		3.94		(4)		17		13
Securities available for sale (b), (e)	38,440		580		1.74		43,396		557		1.60		(68)		91		23
Held-to-maturity securities (b)	9,108		234		3.43		7,473		149		2.66		37		48		85
Trading account assets	1,150		42		4.82		846		21		3.28		9		12		21
Short-term investments	6,600		276		5.59		4,636		49		1.42		28		199		227
Other investments (e)	1,423		51		4.78		836		11		1.80		12		28		40
Total earning assets	177,210		5,900		4.30		167,561		3,737		2.92		299		1,864		2,163
Allowance for loan and lease losses	(1,398)						(1,087)
Accrued income and other assets	17,411						18,315
Discontinued assets	395						507
Total assets	$	193,618					$	185,296

LIABILITIES
Money market deposits	$	33,829	$	414	1.64	%	$	36,318	$	17	.06	%	$	(1)	$	398	$	397
Demand deposits	53,951		754		1.87		49,314		62		.17		6		686		692
Savings deposits	6,630		2		.04		7,799		1		.01		—		1		1
Certificates of deposit ($100,000 or more)	3,907		104		3.56		1,490		5		.45		19		80		99
Other time deposits	9,708		294		4.04		2,263		8		.48		87		199		286
Total interest-bearing deposits	108,025		1,568		1.94		97,184		93		.13		111		1,364		1,475
Federal funds purchased and securities sold under repurchase agreements	2,183		79		4.84		2,226		25		1.51		—		54		54
Bank notes and other short-term borrowings	6,797		263		5.17		2,135		36		2.24		143		84		227
Long-term debt (f), (g)	21,341		975		6.09		13,757		256		2.49		198		521		719
Total interest-bearing liabilities	138,346		2,885		2.79		115,302		410		.48		452		2,023		2,475
Noninterest-bearing deposits	35,691						50,082
Accrued expense and other liabilities	5,166						4,149
Discontinued liabilities (g)	395						507
Total liabilities	179,598						170,040
EQUITY
Key shareholders’ equity	14,020						15,256
Noncontrolling interests	—						—
Total equity	14,020						15,256
Total liabilities and equity	$	193,618					$	185,296

Interest rate spread (TE)					1.52	%					2.45	%
Net interest income (TE) and net interest margin (TE)			$	3,015	2.20	%			$	3,327	2.60	%	$	(153)	$	(159)	$	(312)
TE adjustment (b)			23						20
Net interest income, GAAP basis			$	2,992					$	3,307

(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 21% for the nine months ended September 30, 2023, and September 30, 2022, respectively.

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

(d)Commercial and industrial average balances include $192 million and $152 million of assets from commercial credit cards for the nine months ended September 30, 2023, and September 30, 2022, respectively.

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

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

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

(h)Average balances presented are based on daily average balances over the respective stated period.

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Provision for credit losses

Key’s provision for credit losses was $81 million for the three months ended September 30, 2023, compared to $109 million for the three months ended September 30, 2022. The decline from the year-ago period reflects a more stable economic outlook and the impact of current balance sheet optimization efforts. The provision for credit losses was $387 million for the nine months ended September 30, 2023, compared to $237 million for the nine months ended September 30, 2022. The increase was largely driven by changes in the economic outlook and portfolio activity, in addition to higher net charge-offs.

Noninterest income

As shown in Figure 4, noninterest income was $643 million, and represented 41% of total revenue for the third quarter of 2023, compared to $683 million, representing 36% of total revenue, for the year-ago quarter.

The following discussion explains the composition of certain elements of our noninterest income and the factors that caused those elements to change.

Figure 4. Noninterest Income

(a)Other noninterest income includes operating lease income and other leasing gains, corporate services income, corporate-owned life insurance income, consumer mortgage income, commercial mortgage servicing fees, and other income. See the "Consolidated Statements of Income" in Item 1. Financial Statements of this report.

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Trust and investment services income

Trust and investment services income consists of brokerage commissions, trust and asset management fees, and insurance income. The assets under management that primarily generate certain trust and asset management fees are shown in Figure 5. For the three months ended September 30, 2023, trust and investment services income was up $3 million, or 2.4%, compared to the same period one year ago. The increase was driven by higher investment management fees and retail brokerage commissions, partially offset by lower fixed income commissions revenue. For the nine months ended September 30, 2023, trust and investment services income was down $16 million, or 4.0%, compared to the same period one year ago. This was primarily due to a decline in fixed income and equity brokerage commissions.

A significant portion of our trust and investment services income depends on the value and mix of assets under management. As shown in Figure 5, at September 30, 2023, our bank, trust, and registered investment advisory subsidiaries had assets under management of $52.5 billion, up 9.8% compared to September 30, 2022.

Figure 5. Assets Under Administration


Dollars in millions	September 30, 2023		June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022
Discretionary assets under management by investment type:
Equity	$	28,866	$	30,320	$	29,139	$	28,313	$	26,930

Fixed income	13,646		13,819		14,615		14,432		13,035
Money market	6,308		6,094		6,490		5,238		4,850
Total discretionary assets under management	48,820		50,233		50,244		47,983		44,815
Non-discretionary assets under administration	3,696		3,719		3,445		3,299		3,031
Total	$	52,516	$	53,952	$	53,689	$	51,282	$	47,846

Investment banking and debt placement fees

Investment banking and debt placement fees consist of syndication fees, debt and equity securities underwriting fees, merger and acquisition and financial advisory fees, gains on sales of commercial mortgages, and agency origination fees. For the three months ended September 30, 2023, investment banking and debt placement fees were down $13 million, or 8.4%, compared to the same period a year ago. For the nine months ended September

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30, 2023, investment banking and debt placement fees decreased $60 million, or 12.9%, compared to the same period a year ago. The decrease for both periods reflects lower merger and acquisition advisory fees and lower syndication fees with partial offsets from growth in commercial mortgage activities.

Service charges on deposit accounts

Service charges on deposit accounts decreased $23 million, or 25.0%, for the three months ended September 30, 2023, compared to the same period one year ago. For the nine months ended September 30, 2023, service charges on deposit accounts decreased by $74 million, or 26.5%, from the nine months ended September 30, 2022. The declines for both periods were driven by a reduction in overdraft and non-sufficient funds fees from our new client friendly fee structure implemented in the third quarter of 2022 and lower account analysis fees related to the interest rate environment.

Cards and payments income

Cards and payments income, which consists of debit card, prepaid card, consumer and commercial credit card, and merchant services income, was relatively flat for the three months ended September 30, 2023 and the nine months ended September 30, 2023, compared to the same periods one year ago.

Other noninterest income

Other noninterest income includes operating lease income and other leasing gains, corporate services income,

corporate-owned life insurance income, consumer mortgage income, commercial mortgage servicing fees, and other income. Other noninterest income for the three months ended September 30, 2023, decreased $6 million, or 2.7%, from the year-ago quarter. For the nine months ended September 30, 2023, other noninterest income decreased $37 million, or 5.7%, from the same period one year ago. Decreases were driven by the overall decrease in consumer mortgage income from lower gain on sale margins as well as decreases in operating lease income from smaller portfolio size. Corporate services income also decreased from prior periods reflective of lower derivatives trading income and loan commitment fees. These decreases were slightly offset by an increase in commercial mortgage servicing fees driven by a higher servicing portfolio.

Noninterest expense

As shown in Figure 6, noninterest expense was $1.1 billion for the third quarter of 2023, compared to $1.1 billion for the third quarter of 2022. Noninterest expense was $3.4 billion for the nine months ended September 30, 2023, compared to $3.3 billion for the nine months ended September 30, 2022.

The following discussion explains the composition of certain elements of our noninterest expense and the factors that caused those elements to change.

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Figure 6. Noninterest Expense

(a)Other noninterest expense includes equipment, operating lease expense, marketing, and other expense. See the "Consolidated Statements of Income" in Item 1. Financial Statements of this report.

Personnel

Personnel expense, the largest category of our noninterest expense, increased by $8 million, or 1.2%, for the three months ended September 30, 2023, compared to the same period one year ago. The increase was driven by higher salaries and employee benefit expenses slightly offset by a decrease in incentive compensation costs. For the nine months ended September 30, 2023, personnel expense was up $94 million, or 5.0%, compared to the same period one year ago. The increase was driven by higher salaries expense as well as an increase in severance from expense actions taken in the first quarter of 2023, partially offset by decreases in incentive compensation expense.

Nonpersonnel expense

Nonpersonnel expenses includes net occupancy, computer processing, business services and professional fees, equipment, operating lease expense, marketing, and other miscellaneous expense categories. Nonpersonnel expenses for the three months ended September 30, 2023, decreased $4 million, or .9%, from the year-ago quarter, primarily due to decreases in net occupancy expense, operating lease expense, and in business services and professional fees, partially offset by an increase in computer processing expense due to technology investments. For the nine months ended September 30, 2023, other nonpersonnel expense increased $14 million, or 1.0%, from the nine months ended September 30, 2022, driven by increases in computer processing expense from technology investments and base regulatory assessment fees, partially offset by decreases in net occupancy and business service and professional fees.

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Income taxes

We recorded tax expense of $65 million for the third quarter of 2023 and $124 million for the third quarter of 2022. We recorded tax expense of $204 million for the nine months ended September 30, 2023, compared to $346 million for the nine months ended September 30, 2022.

Our federal tax expense and effective tax rate differs from the amount that would be calculated using the federal statutory tax rate; primarily due to investments in tax-advantaged assets, such as corporate-owned life insurance, tax credits associated with low-income housing investments, and periodic adjustments to our tax reserves.

Additional information pertaining to how our tax expense (benefit) and the resulting effective tax rates were derived is included in Note 14 (“Income Taxes”) beginning on page 151 of our 2022 Form 10-K.

Business Segment Results

This section summarizes the financial performance of our two major business segments (operating segments): Consumer Bank and Commercial Bank. Note 20 (“Business Segment Reporting”) describes the products and services offered by each of these business segments and provides more detailed financial information pertaining to the segments. For more information on the segment imperatives and market and business overview, see “Business Segment Results” beginning on page 57 of our 2022 Form 10-K. Dollars in the charts are presented in millions.

Consumer Bank

Summary of operations

•Net income attributable to Key of $76 million for the third quarter of 2023, compared to $125 million for the year-ago quarter

•Taxable-equivalent net interest income attributable to the Consumer Bank decreased by $70 million, or 11.3%, compared to the third quarter of 2022, reflecting higher interest-bearing deposit costs

•Average loans and leases decreased $318 million, or 0.7%, from the third quarter of 2022, driven by lower home equity and consumer direct loans

•Average deposits decreased $6.3 billion, or 7.0%, from the third quarter of 2022, reflecting elevated inflation-related spend, changing client behavior due to higher interest rates, and a normalization of pandemic-related deposits

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•Provision for credit losses decreased $23 million compared to the third quarter of 2022, driven by an improved economic outlook and current balance sheet optimization efforts

•Noninterest income decreased $16 million, or 6.2%, from the third quarter of 2022, driven by lower service charges on deposit accounts due to a planned reduction in overdraft and non-sufficient funds fees

•Noninterest expense increased $2 million, or 0.3%, from the third quarter of 2022, reflecting higher salaries expense, partially offset by a decline in incentive compensation

Commercial Bank

Summary of operations

•Net income attributable to Key of $226 million for the third quarter of 2023, compared to $287 million for the year-ago quarter

•Taxable-equivalent net interest income decreased by $54 million, compared to the third quarter of 2022, reflecting higher interest-bearing deposit costs and a shift in funding mix to higher-cost deposits

•Average loan and lease balances increased $3.5 billion, compared to the third quarter of 2022, driven by relationship clients

•Average deposit balances increased $2.6 billion, or 5.0%, compared to the third quarter of 2022, reflecting an increase in public sector deposits and commercial client growth

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•Provision for credit losses decreased $6 million compared to the third quarter of 2022, driven by a more stable economic outlook and current balance sheet optimization efforts

•Noninterest income decreased $34 million, from the third quarter of 2022, primarily driven by a decline in corporate services income and a decrease in investment banking and debt placement fees, reflecting lower syndication fees

•Noninterest expense decreased by $20 million, or 4.4%, from the third quarter of 2022, driven by a decline in personnel expense from lower incentive compensation, as well as a decrease in operating lease expense

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Financial Condition

Loans and loans held for sale

Figure 7. Breakdown of Loans at September 30, 2023

(a)Other consumer loans include Consumer direct loans, Credit cards, and Consumer indirect loans. See Note 3 (“Loan Portfolio”) in Item 1. Financial Statements of this report.

At September 30, 2023, total loans outstanding from continuing operations were $115.5 billion, compared to $119.4 billion at December 31, 2022. For more information on balance sheet carrying value, see Note 1 (“Summary of Significant Accounting Policies”) under the headings “Loans” and “Loans Held for Sale” starting on page 105 of our 2022 Form 10-K.

Commercial loan portfolio

Commercial loans outstanding were $79.8 billion at September 30, 2023, a decrease of $2.6 billion, or 3.2%, compared to December 31, 2022. The decrease reflects our balance sheet optimization efforts, which includes planned reductions in loan balances as we place a greater emphasis on full relationship clients.

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Figure 8 provides our commercial loan portfolios by industry classification at September 30, 2023, and December 31, 2022. Industry classifications were updated to better align with risk and business strategies.

Figure 8. Commercial Loans by Industry


September 30, 2023	Commercial and industrial		Commercial real estate		Commercial lease financing		Total commercial loans		Percent of total
Dollars in millions
Industry classification:
Agriculture	$	920	$	138	$	79	$	1,137	1.4	%
Automotive	1,946		832		5		2,783		3.5

Business services	3,325		242		122		3,689		4.6

Commercial real estate	8,416		13,495		8		21,919		27.5
Construction materials and contractors	2,492		292		285		3,069		3.8
Consumer goods	4,297		628		284		5,209		6.5
Consumer services	4,679		770		346		5,795		7.3
Equipment	2,544		180		160		2,884		3.6
Finance	9,136		99		344		9,579		12.0
Healthcare	3,348		1,345		326		5,019		6.3
Materials and extraction	2,492		279		133		2,904		3.6
Oil and gas	2,354		44		14		2,412		3.0
Public exposure	2,374		8		547		2,929		3.8
Technology, media, and telecom	888		11		77		976		1.2
Transportation	1,074		122		460		1,656		2.1
Utilities	6,808		7		461		7,276		9.1
Other	513		39		30		582		.7
Total	$	57,606	$	18,531	$	3,681	$	79,818	100.0	%

December 31, 2022	Commercial and industrial		Commercial real estate		Commercial lease financing		Total commercial loans		Percent of total
Dollars in millions
Industry classification:
Agriculture	$	829	$	110	$	83	$	1,022	1.2	%
Automotive	1,678		751		12		2,441		2.9

Business services	3,514		246		148		3,908		4.7

Commercial real estate	8,883		13,919		10		22,812		27.7
Construction materials and contractors	2,649		318		322		3,289		4.0
Consumer goods	4,643		576		288		5,507		6.7
Consumer services	5,009		900		346		6,255		7.6
Equipment	2,584		180		161		2,925		3.5
Finance	8,805		112		461		9,378		11.4
Healthcare	3,589		1,372		330		5,291		6.4
Materials and extraction	3,128		240		145		3,513		4.3
Oil and gas	2,399		33		20		2,452		3.0
Public exposure	2,534		9		580		3,123		3.8
Technology, media, and telecom	1,082		12		89		1,183		1.4
Transportation	1,092		137		477		1,706		2.1
Utilities	6,725		5		450		7,180		8.7
Other	504		(38)		14		480		.6
Total	$	59,647	$	18,882	$	3,936	$	82,465	100.0	%

Commercial and industrial. Commercial and industrial loans are the largest component of our loan portfolio, representing 51% of our total loan portfolio at September 30, 2023, and 50% at December 31, 2022. This portfolio is approximately 87% variable rate and consists of loans originated primarily to large corporate, middle market, and small business clients.

Commercial and industrial loans totaled $57.6 billion at September 30, 2023, a decrease of $2.0 billion, or 3.4%, compared to December 31, 2022. The decrease was across most industry categories, reflecting our balance sheet optimization efforts to place a greater emphasis on full relationship clients.

Commercial real estate loans. Our commercial real estate portfolio includes project loans primarily focused in market-rate and affordable multi-family housing loans, owner-occupied commercial and industrial operating company buildings, and community center grocer-anchored retail centers. These three commercial real estate segments make up 75% of our commercial real estate portfolio. Our non-owner-occupied portfolio is focused on operators of commercial real estate who not only utilize our loan products, but also our broader industry-focused products and services and provide consistent pipelines into our agency, CMBS, and other long-term market take out products. This focus ensures our relationship clients foster and build portfolios with stable, recurring cash flows, with adequate, balanced cash reserves to support our balance sheet exposures through the economic cycle.

At September 30, 2023, commercial real estate loans totaled $18.5 billion, which includes $15.5 billion of mortgage loans and $3.0 billion of construction loans. Compared to December 31, 2022, this portfolio decreased $351 million,

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or 1.9%, driven by decreases in non-owner occupied. Nonowner-occupied properties, generally properties for which at least 50% of the debt service is provided by rental income from nonaffiliated third parties, represented 80% of total commercial real estate loans outstanding at September 30, 2023.

Since the global financial crisis in 2008, we have limited our construction business and reduced our overall construction loans from 42% to 16% of commercial real estate loans as of September 30, 2023. Construction loans provide a stream of funding for properties not fully leased at origination to support debt service payments over the term of the contract or project. As of September 30, 2023, 76% of our construction portfolio are multi-family project loans. Our office exposure only represents 5% of commercial real estate loans at period end.

As shown in Figure 9, our commercial real estate loan portfolio includes various property types and geographic locations of the underlying collateral. These loans include commercial mortgage and construction loans in both Consumer Bank and Commercial Bank.

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Figure 9. Commercial Real Estate Loans


	Geographic Region														Total		Percent of Total		Construction		Commercial Mortgage
Dollars in millions	West		Southwest		Central		Midwest		Southeast		Northeast		National
September 30, 2023
Nonowner-occupied:
Diversified	$	4	$	—	$	—	$	4	$	—	$	19	$	223	$	250	1.3	%	$	—	$	250
Industrial	57		24		76		127		225		281		21		811		4.4		154		657
Land & Residential	6		3		3		6		2		20		—		40		.2		18		22
Lodging	48		—		10		4		24		69		51		206		1.1		5		201
Medical Office	37		—		42		4		21		108		56		268		1.4		36		232
Multifamily	1,266		549		1,296		1,268		2,801		1,385		460		9,025		48.7		2,274		6,751
Office	147		1		154		96		120		292		55		865		4.7		—		865
Retail	225		6		94		180		102		338		216		1,161		6.3		98		1,063
Self Storage	71		5		45		20		72		34		167		414		2.2		3		411
Senior Housing	125		22		147		82		91		120		222		809		4.4		167		642
Skilled Nursing	—		—		—		65		—		209		101		375		2.0		—		375
Student Housing	—		—		—		27		164		—		—		191		1.0		53		138
Other	13		13		8		38		35		70		173		350		1.9		—		350
Total nonowner-occupied	1,999		623		1,875		1,921		3,657		2,945		1,745		14,765		79.7		2,808		11,957
Owner-occupied	1,180		2		407		692		171		1,314		—		3,766		20.3		174		3,592
Total	$	3,179	$	625	$	2,282	$	2,613	$	3,828	$	4,259	$	1,745	$	18,531	100.0	%	$	2,982	$	15,549

Nonperforming loans	$	1	$	—	$	—	$	21	$	—	$	5	$	36	$	63	N/M		$	—	$	63
Accruing loans past due 90 days or more	—		—		2		—		2		5		—		9		N/M		—		9
Accruing loans past due 30 through 89 days	6		—		—		7		2		7		—		22		N/M		1		21

December 31, 2022
Nonowner-occupied:
Diversified	$	9	$	—	$	—	$	4	$	—	$	24	$	231	$	268	1.4	%	$	—	$	268
Industrial	75		25		101		135		220		284		52		892		4.7		203		689
Land & Residential	1		3		3		3		3		24		—		37		.2		15		22
Lodging	58		—		10		4		20		72		41		205		1.1		22		183
Medical Office	47		—		43		9		19		98		25		241		1.3		64		177
Multifamily	1,083		533		1,388		1,264		2,813		1,370		438		8,889		47.1		1,705		7,184
Office	189		1		173		113		128		300		95		999		5.3		—		999
Retail	282		35		112		183		69		395		235		1,311		6.9		106		1,205
Self Storage	85		13		50		20		79		37		202		486		2.6		4		482
Senior Housing	150		57		144		76		118		120		235		900		4.8		194		706
Skilled Nursing	—		—		—		52		—		239		143		434		2.3		—		434
Student Housing	—		—		—		53		199		13		—		265		1.4		39		226
Other	24		4		9		79		42		83		195		436		2.3		2		434
Total nonowner-occupied	2,003		671		2,033		1,995		3,710		3,059		1,892		15,363		81.4		2,354		13,009
Owner-occupied	1,149		5		364		580		128		1,293		—		3,519		18.6		176		3,343
Total	$	3,152	$	676	$	2,397	$	2,575	$	3,838	$	4,352	$	1,892	$	18,882	100.0	%	$	2,530	$	16,352

Nonperforming loans	$	—	$	—	$	—	$	2	$	—	$	7	$	12	$	21	N/M		$	—	$	21
Accruing loans past due 90 days or more	—		—		—		—		—		8		—		8		N/M		—		8
Accruing loans past due 30 through 89 days	—		—		1		11		—		6		—		18		N/M		—		18


West –			Alaska, California, Hawaii, Idaho, Montana, Oregon, Washington, and Wyoming
Southwest –			Arizona, Nevada, and New Mexico
Central –			Arkansas, Colorado, Oklahoma, Texas, and Utah
Midwest –			Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, and Wisconsin
Southeast –			Alabama, Delaware, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, Washington D.C., and West Virginia
Northeast –			Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont
National –			Accounts in three or more regions

Consumer loan portfolio

Consumer loans outstanding as of September 30, 2023, totaled $35.7 billion, a decrease of $1.2 billion, or 3.3%, from December 31, 2022, reflecting our balance sheet optimization efforts.

The residential mortgage portfolio is comprised of loans originated by our Consumer Bank and is the largest segment of our consumer loan portfolio as of September 30, 2023, representing 60% of consumer loans outstanding. This is followed by our home equity portfolio representing 21% of consumer loans outstanding at September 30, 2023.

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We held the first lien position for approximately 65% of the home equity portfolio at September 30, 2023, and 66% at December 31, 2022. For loans with real estate collateral, we track borrower performance monthly. Regardless of the lien position, credit metrics are refreshed quarterly, including recent FICO scores as well as updated loan-to-value ratios. This information is used in establishing the ALLL. Our methodology is described in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Allowance for Loan and Lease Losses” of our 2022 Form 10-K.

Figure 10 presents our consumer loans by geography.

Figure 10. Consumer Loans by State


Dollars in millions	Real estate — residential mortgage		Home equity loans		Consumer direct loans		Credit cards		Consumer indirect loans		Total
September 30, 2023
Washington	$	4,605	$	1,037	$	230	$	88	$	1	$	5,961
Ohio	2,725		1,060		273		200		4		4,262
New York	822		2,060		778		341		1		4,002
Colorado	3,027		282		155		32		—		3,496
California	2,322		13		506		4		5		2,850
Oregon	1,284		596		115		43		—		2,038
Pennsylvania	454		532		389		61		2		1,438
Florida	840		44		423		13		5		1,325
Utah	856		251		69		18		—		1,194
Connecticut	783		264		114		29		1		1,191
Other	3,591		1,185		3,022		159		12		7,969
Total	$	21,309	$	7,324	$	6,074	$	988	$	31	$	35,726


December 31, 2022
Washington	$	4,621	$	1,100	$	253	$	87	$	2	$	6,063
Ohio	2,766		1,173		347		214		5		4,505
New York	840		2,256		770		359		1		4,226
Colorado	3,006		301		171		32		—		3,510
California	2,357		16		538		4		6		2,921
Oregon	1,268		630		117		43		—		2,058
Pennsylvania	459		580		403		61		3		1,506
Florida	851		45		453		14		6		1,369
Texas	336		3		397		4		3		743
Illinois	134		3		212		2		1		352
Other	4,763		1,844		2,847		206		16		9,676
Total	$	21,401	$	7,951	$	6,508	$	1,026	$	43	$	36,929

Figure 11 summarizes our loan sales for the nine months ended September 30, 2023, and all of 2022.

Figure 11. Loans Sold (Including Loans Held for Sale)


Dollars in millions	Commercial		Commercial Real Estate		Commercial Lease Financing		Residential Real Estate		Total
2023

Third quarter	$	85	$	2,861	$	49	$	345	$	3,340
Second quarter	118		1,431		28		283		1,860
First quarter	125		1,121		164		135		1,545
Total	$	328	$	5,413	$	241	$	763	$	6,745
2022
Fourth quarter	$	33	$	2,774	$	114	$	235	$	3,156
Third quarter	211		1,882		43		353		2,489
Second quarter	41		1,851		150		496		2,538
First quarter	1,469		1,909		39		901		4,318
Total	$	1,754	$	8,416	$	346	$	1,985	$	12,501

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Figure 12 shows loans that are either administered or serviced by us, but not recorded on the balance sheet; this includes loans that were sold.

Figure 12. Loans Administered or Serviced


Dollars in millions	September 30, 2023		June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022
Commercial real estate loans	$	500,373	$	493,396	$	493,865	$	488,478	$	485,342
Residential mortgage	11,094		11,003		10,951		11,026		11,014
Education loans	263		278		294		312		341
Commercial lease financing	2,005		1,732		1,673		1,646		1,619
Commercial loans	685		708		712		723		727
Consumer direct	431		455		480		509		536
Consumer indirect	947		1,120		1,316		1,536		1,766
Total	$	515,798	$	508,692	$	509,291	$	504,230	$	501,345

In the event of default by a borrower, we are subject to recourse with respect to approximately $7.4 billion of the $515.8 billion of loans administered or serviced at September 30, 2023. Additional information about this recourse arrangement is included in Note 17 (“Contingent Liabilities and Guarantees”) under the heading “Recourse agreement with FNMA.”

We derive income from several sources when retaining the right to administer or service loans that are sold. We earn noninterest income (recorded as “Consumer mortgage income” and “Commercial mortgage servicing fees”) from fees for servicing or administering loans. This fee income is reduced by the amortization of related servicing assets. In addition, we earn interest income from investing funds generated by escrow deposits collected in connection with the servicing loans. Additional information about our mortgage servicing assets is included in Note 8 (“Mortgage Servicing Assets”).

Securities

Our securities portfolio is constructed to help manage overall interest rate risk and provide a source of liquidity, including holding securities used to accommodate pledging requirements. Our securities portfolio totaled $44.7 billion at September 30, 2023, compared to $47.8 billion at December 31, 2022. Available-for-sale securities were $35.8 billion at September 30, 2023, compared to $39.1 billion at December 31, 2022. Held-to-maturity securities were $8.9 billion at September 30, 2023, and $8.7 billion at December 31, 2022.

As shown in Figure 13, all of our mortgage-backed securities, which include both securities available-for-sale and held-to-maturity securities, are issued by government-sponsored enterprises or GNMA, and are traded in liquid secondary markets. These securities are recorded on the balance sheet at fair value for the available-for-sale portfolio and at amortized cost for the held-to-maturity portfolio. For more information about these securities, refer to our 2022 Form 10-K within Note 1 (“Summary of Significant Accounting Policies”) under the heading “Securities” and Note 6 (“Fair Value Measurements”) under the heading “Qualitative Disclosures of Valuation Techniques.” Additionally refer to Note 6 (“Securities”) within this report.

Figure 13. Mortgage-Backed Securities by Issuer


Dollars in millions	September 30, 2023		December 31, 2022
FHLMC & FNMA	$	23,612	$	25,371
GNMA	11,155		11,620
Total (a)	$	34,767	$	36,991

(a) Includes securities held in the available-for-sale and held-to-maturity portfolios.

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Securities available for sale

The majority of our securities available-for-sale portfolio consists of Federal Agency CMOs and mortgage-backed securities. CMOs are debt securities secured by a pool of mortgages or mortgage-backed securities. Figure 14 shows the composition, yields, and remaining maturities of our securities available for sale. For more information about these securities, including gross unrealized gains and losses by type of security and securities pledged, see Note 6 (“Securities”).

Figure 14. Securities Available for Sale


Dollars in millions	U.S. Treasury, Agencies, and Corporations			Agency Residential Collateralized Mortgage Obligations (a)			Agency Residential Mortgage-backed Securities (a)			Agency Commercial Mortgage-backed Securities (a)			Total			Weighted-Average Yield (b)
September 30, 2023
Remaining maturity:
One year or less	$	5,224		$	40		$	1		$	18		$	5,283		.44	%
After one through five years	3,596			1,538			2,239			2,106			9,479			1.69
After five through ten years	111			8,556			802			5,495			14,964			2.06
After ten years	100			4,526			443			1,044			6,113			1.66
Fair value	$	9,031		$	14,660		$	3,485		$	8,663		$	35,839		—	%
Amortized cost	$	9,466		$	18,822		$	4,294		$	10,363		$	42,945		1.69	%
Weighted-average yield (b)	.61		%	1.68		%	1.62		%	2.71		%	1.69		%	—
Weighted-average maturity	1.2 years			8.7 years			6.0 years			6.9 years			6.3 years			—
December 31, 2022
Fair value	$	9,415		$	16,433		$	3,920		$	9,349		$	39,117		—	%
Amortized cost	10,044			20,180			4,616			10,712			45,552			1.67

(a)Maturity is based upon expected average lives rather than contractual terms.

(b)Weighted-average yields are calculated based on amortized cost. Such yields have been adjusted to a TE basis using the statutory federal income tax rate of 21%.

Held-to-maturity securities

The majority of our held-to-maturity portfolio consists of Federal agency CMOs and mortgage-backed securities. This portfolio is also comprised of asset-backed securities and foreign bonds. Figure 15 shows the composition, yields, and remaining maturities of these securities.

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Figure 15. Held-to-Maturity Securities


Dollars in millions	Agency Residential Collateralized Mortgage Obligations (a)			Agency Residential Mortgage-backed Securities (a)			Agency Commercial Mortgage-backed Securities (a)			Asset-backed securities			Other Securities			Total			Weighted-Average Yield (b)
September 30, 2023
Remaining maturity:
One year or less	$	12		$	—		$	5		$	873		$	5		$	895		2.11	%
After one through five years	1,714			114			2,194			2			10			4,034			3.38
After five through ten years	2,340			8			276			4			—			2,628			3.70
After ten years	1,214			46			36			—			—			1,296			4.24
Amortized cost	$	5,280		$	168		$	2,511		$	879		$	15		$	8,853		3.47	%
Fair value	$	4,832		$	145		$	2,217		$	836		$	14		$	8,044		—	%
Weighted-average yield (b)	3.82		%	2.81		%	3.27		%	2.10		%	2.78		%	3.47		%	—
Weighted-average maturity	7.3 years			7.3 years			4.1 years			0.9 years			2.1 years			5.7 years			—
December 31, 2022
Amortized cost	$	4,586		$	181		$	2,522		$	1,407		$	14		$	8,710		3.18	%
Fair value	4,308			165			2,315			1,311			14			8,113			—

(a)Maturity is based upon expected average lives rather than contractual terms.

(b)Weighted-average yields are calculated based on amortized cost. Such yields have been adjusted to a TE basis using the statutory federal income tax rate of 21%.

Deposits and other sources of funds

Figure 16. Breakdown of Deposits at September 30, 2023

Our highly diversified deposit base is our primary source of funding. At September 30, 2023, our deposits totaled $144.3 billion, an increase of $1.7 billion compared to December 31, 2022. The increase reflects our durable relationship-based business model, in addition to changing client behavior as a result of higher interest rates.

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Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit or similar state deposit insurance regimes and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regimes. Figure 17 presents estimated uninsured deposits for the noted periods which reflect amounts disclosed in KeyBank’s Call Report adjusted for intercompany deposits, which are not customer facing and are eliminated in consolidation, and accrued interest.

Figure 17. Estimated Uninsured Deposits


Dollars in billions	September 30, 2023			June 30, 2023			March 31, 2023			December 31, 2022			September 30, 2022
Uninsured deposits(a)	$	61.5		$	61.6		$	63.3		$	67.1		$	69.7
Total deposits	144.3			145.1			144.1			142.6			144.9
Uninsured % of Deposits	43		%	42		%	44		%	47		%	48		%
(a) Intercompany deposits and accrued interest excluded from uninsured deposits	$	8.7		$	8.6		$	8.3		$	8.4		$	8.3

As of September 30, 2023, approximately $13.5 billion of uninsured deposits were collateralized by government-backed securities.

Wholesale funds, consisting of short-term borrowings and long-term debt, totaled $24.8 billion at September 30, 2023, compared to $28.8 billion at December 31, 2022. The decrease reflects our durable relationship-based business model and balance sheet optimization efforts, which reduced our need for wholesale borrowings. For more information regarding our wholesale funds, see Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations under the heading “Risk Management - Liquidity risk management” of this report.

Capital

The objective of capital management is to maintain capital levels consistent with our risk appetite and of a sufficient amount to operate under a wide range of economic conditions. Our current capital levels position us well to execute against our capital priorities including supporting organic growth and paying dividends.

The following sections discuss certain ways we have deployed our capital. For further information, see the Consolidated Statements of Changes in Equity and Note 19 (“Shareholders' Equity”).

Dividends

Consistent with our capital plan, we paid a quarterly dividend of $.205 per Common Share for the third quarter of 2023. Further information regarding the capital planning process and CCAR is included under the heading “Capital planning and stress testing” beginning on page 12 in the “Supervision and Regulation” section of our 2022 Form 10-K.

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Common shares outstanding

Our Common Shares are traded on the NYSE under the symbol KEY with 28,855 holders of record at September 30, 2023. Our book value per Common Share was $11.65 based on 936.2 million shares outstanding at September 30, 2023, compared to $11.79 per Common Share based on 933.3 million shares outstanding at December 31, 2022. At September 30, 2023, our tangible book value per Common Share was $8.65, compared to $8.75 per Common Share at December 31, 2022.

Figure 18 shows activities that caused the change in outstanding Common Shares over the past five quarters.

Figure 18. Changes in Common Shares Outstanding


	2023			2022
In thousands	Third	Second	First	Fourth	Third
Shares outstanding at beginning of period	935,733	935,229	933,325	932,938	932,643
Open market repurchases and return of shares under employee compensation plans	(10)	(38)	(4,333)	(2)	(3)
Shares issued under employee compensation plans (net of cancellations)	438	542	6,237	389	298

Shares outstanding at end of period	936,161	935,733	935,229	933,325	932,938

As shown above, Common Shares outstanding increased by .4 million shares during the third quarter of 2023. We did not complete any open market share repurchases in the third quarter of 2023.

At September 30, 2023, we had 321.0 million treasury shares, compared to 323.4 million treasury shares at December 31, 2022. Going forward we expect to reissue treasury shares as needed in connection with stock-based compensation awards and for other corporate purposes.

Information on repurchases of Common Shares by KeyCorp is included in Part II, Item 2. “Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities” of this report.

Capital adequacy

Capital adequacy is an important indicator of financial stability and performance. All of our capital ratios remained in excess of regulatory requirements at September 30, 2023. Our capital and liquidity levels are intended to position us to weather an adverse operating environment while continuing to serve our clients’ needs, as well as to meet the Regulatory Capital Rules described in Item 1. Business of our 2022 Form 10-K under the heading “Supervision and Regulation.” Our shareholders’ equity to assets ratio was 7.1% at both September 30, 2023, and December 31, 2022. Our tangible common equity to tangible assets ratio was 4.4% at both September 30, 2023, and December 31, 2022. See the section entitled “GAAP to Non-GAAP Reconciliations,” which presents the computations of certain financial measures related to “tangible common equity.” The minimum capital and leverage ratios under the Regulatory Capital Rules together with the ratios of KeyCorp at September 30, 2023, are set forth in the “Supervision and regulation — Regulatory capital requirements” section in Item 2 of this report.

Figure 19 represents the details of our regulatory capital positions at September 30, 2023, and December 31, 2022, under the Regulatory Capital Rules. Information regarding the regulatory capital ratios of KeyCorp’s banking subsidiaries is presented annually, with the most recent information included in Note 24 (“Shareholders' Equity”) beginning on page 170 of our 2022 Form 10-K.

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Figure 19. Capital Components and Risk-Weighted Assets


	Dollars in millions	September 30, 2023			December 31, 2022
COMMON EQUITY TIER 1
Key shareholders’ equity (GAAP)		$	13,356		$	13,454
Less:	Preferred Stock (a)	2,446			2,446
Add:	CECL phase-in (b)	118			178
	Common Equity Tier 1 capital before adjustments and deductions	11,028			11,186
Less:	Goodwill, net of deferred taxes	2,605			2,612
	Intangible assets, net of deferred taxes	60			88
	Deferred tax assets	—			1
	Net unrealized gains (losses) on available-for-sale securities, net of deferred taxes	(5,309)			(4,857)
	Accumulated gains (losses) on cash flow hedges, net of deferred taxes	(1,057)			(1,160)
	Amounts in AOCI attributed to pension and postretirement benefit costs, net of deferred taxes	(272)			(277)
	Total Common Equity Tier 1 capital	$	15,001		$	14,779
TIER 1 CAPITAL
Common Equity Tier 1		$	15,001		$	14,779
Additional Tier 1 capital instruments and related surplus		2,446			2,446

Less:	Deductions	—			—
	Total Tier 1 capital	$	17,447		$	17,225
TIER 2 CAPITAL
Tier 2 capital instruments and related surplus		$	2,012		$	2,200
Allowance for losses on loans and liability for losses on lending-related commitments (c)		1,641			1,351

Less:	Deductions	—			—
	Total Tier 2 capital	3,653			3,551
	Total risk-based capital	$	21,100		$	20,776
RISK-WEIGHTED ASSETS(e)
Risk-weighted assets on balance sheet		$	118,874		$	125,900
Risk-weighted off-balance sheet exposure		32,514			35,745
Market risk-equivalent assets		1,267			826
Gross risk-weighted assets		152,655			162,471
Less:	Excess allowance for loan and lease losses	—			—
	Net risk-weighted assets	$	152,655		$	162,471
AVERAGE QUARTERLY TOTAL ASSETS		$	196,661		$	193,986
CAPITAL RATIOS(e)
Tier 1 risk-based capital		11.43		%	10.60		%
Total risk-based capital		13.82		%	12.79		%
Leverage (d)		8.87		%	8.88		%
Common Equity Tier 1		9.83		%	9.10		%

(a)Net of capital surplus.

(b)Amount reflects our decision to adopt the CECL transitional provision.

(c)The ALLL included in Tier 2 capital is limited by regulation to 1.25% of the institution’s standardized total risk-weighted assets (excluding its standardized market risk-weighted assets). The ALLL includes $17 million and $21 million of allowance classified as “discontinued assets” on the balance sheet at September 30, 2023, and December 31, 2022, respectively.

(d)This ratio is Tier 1 capital divided by average quarterly total assets as defined by the Federal Reserve less: (i) goodwill, (ii) the disallowed intangible and deferred tax assets, and (iii) other deductions from assets for leverage capital purposes.

(e)September 30, 2023 capital ratios and risk weighted assets are estimates.

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Risk Management

Overview

Like all financial services companies, we engage in business activities and assume the related risks. The most significant risks we face are credit, compliance, operational, liquidity, market, reputation, strategic, and model risks. Our risk management activities are focused on ensuring that we properly identify, measure, and manage such risks across the entire enterprise to maintain safety and soundness, and to maximize profitability. Our definition, philosophy, and approach to risk management have not materially changed from the discussion presented under the heading “Risk Management” beginning on page 72 of our 2022 Form 10-K.

Market risk management

Market risk is the risk that movements in market risk factors, including interest rates, foreign exchange rates, equity prices, commodity prices, credit spreads, and volatilities, will reduce Key’s income and the value of its portfolios. These factors influence prospective yields, values, or prices associated with the instrument. We are exposed to market risk both in our trading and nontrading activities, which include asset and liability management activities. Information regarding our fair value policies, procedures, and methodologies is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements” on page 109 of our 2022 Form 10-K and Note 5 (“Fair Value Measurements”) in this report.

Trading market risk

Key incurs market risk as a result of trading activities that are used in support of client facilitation and hedging activities, principally within our investment banking and capital markets businesses. Key has exposures to a wide range of risk factors including interest rates, equity prices, foreign exchange rates, credit spreads, and commodity prices, as well as the associated implied volatilities and spreads. Our primary market risk exposures are a result of trading and hedging activities in the derivative and fixed income markets, including securitization positions exposures. At September 30, 2023, we did not have any re-securitization positions. We maintain modest trading inventories to facilitate customer flow, make markets in securities, and hedge certain risks including but not limited to credit risk and interest rate risk. The risks associated with these activities are mitigated in accordance with the Market Risk hedging policy. The majority of our positions are traded in active markets.

Market risk management is an integral part of Key’s risk culture. The Risk Committee of our Board provides oversight of trading market risks. The ERM Committee and the Market Risk Committee regularly review and discuss market risk reports prepared by our MRM that contain our market risk exposures and results of monitoring activities. Market risk policies and procedures have been defined and approved by the Market Risk Committee, a Tier 2 Risk Governance Committee, and take into account our tolerance for risk and consideration for the business environment. For more information regarding monitoring of trading positions and the activities related to the Market Risk Rule compliance, see “Market Risk Management” beginning on page 74 of our 2022 Form 10-K.

VaR and stressed VaR. VaR is the estimate of the maximum amount of loss on an instrument or portfolio due to adverse market conditions during a given time interval within a stated confidence level. Stressed VaR is used to assess extreme conditions on market risk within our trading portfolios. The MRM calculates VaR and stressed VaR on a daily basis, and the results are distributed to appropriate management. VaR and stressed VaR results are also provided to our regulators and utilized in regulatory capital calculations.

We use a historical simulation VaR model to measure the potential adverse effect of changes in interest rates, foreign exchange rates, equity prices, and credit spreads on the fair value of our covered positions and other non-covered positions. We analyze market risk by portfolios and do not separately measure and monitor our portfolios by risk type. Historical scenarios are customized for specific positions, and numerous risk factors are incorporated in the calculation. Additional consideration is given to the risk factors to estimate the exposures that contain optionality features, such as options and cancellable provisions. VaR is calculated using daily observations over a one-year time horizon and approximates a 95% confidence level. Statistically, this means that we would expect to incur losses greater than VaR, on average, five out of 100 trading days, or three to four times each quarter. We also calculate VaR and stressed VaR at a 99% confidence level. For more information regarding our VaR model, its governance, and assumptions, see “Market Risk Management” on page 74 of our 2022 Form 10-K.

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Actual losses for the total covered portfolios did not exceed aggregate daily VaR for any day during the quarter ended September 30, 2023, and did not exceed aggregate daily VaR for any day during the quarter ended September 30, 2022. The MRM backtests our VaR model on a daily basis to evaluate its predictive power. The test compares VaR model results at the 99% confidence level to daily held profit and loss. Results of backtesting are provided to the Market Risk Committee. Backtesting exceptions occur when trading losses exceed VaR. We do not engage in correlation trading or utilize the internal model approach for measuring default and credit migration risk. Our net VaR approach incorporates diversification, but our VaR calculation does not include the impact of counterparty risk and our own credit spreads on derivatives.

The aggregate VaR at the 99% confidence level with a one day holding period for all covered positions was $1.7 million at September 30, 2023, and $1.3 million at September 30, 2022. Figure 20 summarizes our VaR at the 99% confidence level with a one day holding period for significant portfolios of covered positions for the three months ended September 30, 2023, and September 30, 2022.

Figure 20. VaR for Significant Portfolios of Covered Positions


	2023								2022
	Three months ended September 30,								Three months ended September 30,
Dollars in millions	High		Low		Mean		September 30,		High		Low		Mean		September 30,
Trading account assets:
Fixed income	$	1.2	$	.8	$	1.0	$	1.1	$	1.1	$	.5	$	.8	$	.7
Derivatives:
Interest rate	$	.8	$	.3	$	.4	$	.4	$	.5	$	.1	$	.3	$	.2

Stressed VaR is calculated by running the portfolios through a predetermined stress period which is approved by the Market Risk Committee and is calculated at the 99% confidence level using the same model and assumptions used for general VaR. The aggregate stressed VaR for all covered positions was $4.3 million at September 30, 2023, and $2.7 million at September 30, 2022. Figure 21 summarizes our stressed VaR at the 99% confidence level with a one day holding period for significant portfolios of covered positions for the three months ended September 30, 2023, and September 30, 2022.

Figure 21. Stressed VaR for Significant Portfolios of Covered Positions


	2023								2022
	Three months ended September 30,								Three months ended September 30,
Dollars in millions	High		Low		Mean		September 30,		High		Low		Mean		September 30,
Trading account assets:
Fixed income	$	3.9	$	1.7	$	2.8	$	3.8	$	2.3	$	1.0	$	1.7	$	2.0
Derivatives:
Interest rate	$	.5	$	.3	$	.3	$	.3	$	.5	$	.1	$	.3	$	.3

Internal capital adequacy assessment. Market risk is a component of our internal capital adequacy assessment. Our risk-weighted assets include a market risk-equivalent asset amount, which consists of a VaR component, stressed VaR component, a de minimis exposure amount, and a specific risk add-on including the securitization positions. We did not have any securitization positions as defined by the Market Risk Rule at September 30, 2023. Specific risk is the price risk of individual financial instruments, which is not accounted for by changes in broad market risk factors and is measured through a standardized approach. Market risk weighted assets, including the specific risk calculations, are run quarterly by the MRM in accordance with the Market Risk Rule, and approved by the Chief Market Risk Officer.

Nontrading market risk

Most of our nontrading market risk is derived from interest rate fluctuations and its impacts on our traditional loan and deposit products, as well as investments, hedging relationships, long-term debt, and certain short-term borrowings. Interest rate risk, which is inherent in the banking industry, is measured by the potential for fluctuations in net interest income and the EVE. Such fluctuations may result from changes in interest rates and differences in the repricing and maturity characteristics of interest-earning assets and interest-bearing liabilities. We manage the exposure to changes in net interest income and the EVE in accordance with our risk appetite and in accordance with the Board approved ERM policy.

Interest rate risk positions are influenced by a number of factors, including the balance sheet positioning that arises out of customer preferences for loan and deposit products, economic conditions, the competitive environment within

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our markets, changes in market interest rates that affect client activity, and our hedging, investing, funding, and capital positions. The primary components of interest rate risk exposure consist of reprice risk, basis risk, yield curve risk, and option risk.

•“Reprice risk” is the exposure to changes in the level of interest rates and occurs when the volume of interest-bearing liabilities and the volume of interest-earning assets they fund (e.g., deposits used to fund loans) do not mature or reprice at the same time.

•“Basis risk” is the exposure to asymmetrical changes in interest rate indexes and occurs when floating-rate assets and floating-rate liabilities reprice at the same time, but in response to different market factors or indexes.

•“Yield curve risk” is the exposure to nonparallel changes in the slope of the yield curve (where the yield curve depicts the relationship between the yield on a particular type of security and its term to maturity) and occurs when interest-bearing liabilities and the interest-earning assets that they fund do not price or reprice to the same term point on the yield curve.

•“Option risk” is the exposure to a customer or counterparty’s ability to take advantage of the interest rate environment and terminate or reprice one of our assets, liabilities, or off-balance sheet instruments prior to contractual maturity without a penalty. Option risk occurs when exposures to customer and counterparty early withdrawals or prepayments are not mitigated with an offsetting position or appropriate compensation.

The management of nontrading market risk is centralized within Corporate Treasury. The Risk Committee of our Board provides oversight of nontrading market risk. The ERM Committee and the ALCO review reports on the interest rate risk exposures described above. In addition, the ALCO reviews reports on stress tests and sensitivity analyses related to interest rate risk. These committees have various responsibilities related to managing nontrading market risk, including recommending, approving, and monitoring strategies that maintain risk positions within approved tolerance ranges. The A/LM policy provides the framework for the oversight and management of interest rate risk and is administered by the ALCO. The MRM, as the second line of defense, provides additional oversight.

LIBOR transition. As disclosed in Item 1A. Risk Factors of our 2022 Form 10-K, bank regulators have issued guidance advising against the use of LIBOR in its current form for new contracts and indicated that bank examiners will continue monitoring efforts through 2023 to ensure that institutions have moved their contracts away from LIBOR in a safe and sound manner and in compliance with applicable legal requirements. Key has complied with such regulatory expectations and successfully transitioned substantially all of it its products away from LIBOR as of June 30, 2023. For most financial products, the most common alternative reference rates have been SOFR-based benchmarks. This is true for both new originations and legacy LIBOR contracts that were subject to amendment or a transition by their terms. We have also originated a small number of new loans using credit sensitive rates in a limited and managed fashion.

Net interest income simulation analysis. The primary tool we use to measure our interest rate risk is simulation analysis. For purposes of this analysis, we estimate our net interest income based on the current and projected composition of our on- and off-balance sheet positions, accounting for recent and anticipated trends in customer activity. The analysis also incorporates assumptions for the current and projected interest rate environments and balance sheet growth projections based on a most likely macroeconomic view. The modeling incorporates investment portfolio and swap portfolio balances consistent with management's desired interest rate risk positioning. The simulation model estimates the amount of net interest income at risk by simulating the change in net interest income that would occur if rates were to gradually increase or decrease from current levels over the next 12 months (subject to a floor on market interest rates at zero).

Figure 22 presents the results of the simulation analysis at September 30, 2023, inclusive of the impact of swap terminations as disclosed in Note 22 (“Subsequent Events”), and September 30, 2022. At September 30, 2023, our simulated impact to changes in interest rates was moderate. The benefit to declining rates has increased as a result of higher funding costs and a funding mix change to more rate sensitive instruments compared to the September 30, 2022 analysis. Current modeled exposure is within the Board approved tolerances. If a tolerance level is breached and determined inconsistent with risk appetite, the development of a remediation plan is required to reduce exposure back to within tolerance.

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Figure 22. Simulated Change in Net Interest Income


	September 30, 2023(a)				September 30, 2022
Basis point change assumption	-200		+200		-200		+200
Assumed floor in market rates (in basis points)	—		N/A		—		N/A
Rising rate beta	N/A		Mid 50s		N/A		Low 40s
Tolerance level	(5.50)	%	(5.50)	%	(5.50)	%	(5.50)	%
Interest rate risk assessment	0.89	%	(2.84)	%	(4.20)	%	(1.76)	%


+200 NII at risk beta sensitivity	September 30, 2023
Beta assumption	Mid 60s		Low 60s		Low 50s		Mid 40s
Interest rate risk assessment	(5.19)	%	(4.02)	%	(1.75)	%	(0.71)	%

(a) Simulation includes the impact of the swap terminations on October 11, 2023 as noted in Note 22 (“Subsequent Events”). The termination of $7.5 billion in assets swaps reduced both the risk to the rising rate scenario and the benefit to the declining rate scenario by 122 basis points.

Simulation analyses produce a sophisticated estimate of interest rate exposure based on assumption inputs within the model. Assumptions are tailored to the specific interest rate environment and validated on a regular basis. However, actual results may differ from those derived in simulation analyses due to unanticipated changes to the balance sheet composition, customer behavior, product pricing, market interest rates, changes in management’s desired interest rate risk positioning, investment, funding and hedging activities or repercussions from exogenous events.

Regular stress tests and sensitivity analyses are performed on the model inputs that could materially change the resulting risk assessments. Assessments are performed using different yield curve shapes, including steepenings or flattenings of the curve, immediate changes in market interest rates, and changes in the relationship of money market interest rates. Assessments are also performed on changes to the following assumptions: loan and deposit balances, the pricing of deposits without contractual maturities, changes in lending spreads, prepayments on loans and securities, investment, funding and hedging activities, and liquidity and capital management strategies.

The results of additional assessments indicate that net interest income could increase or decrease from the base simulation results presented in Figure 22. Net interest income is highly dependent on the timing, magnitude, frequency, and path of interest rate changes and the associated assumptions for deposit repricing relationships, lending spreads, and the balance behavior of transaction accounts. If fixed rate assets increase by $1 billion, or fixed rate liabilities decrease by $1 billion, then the benefit to rising rates would decrease by approximately 25 basis points. If the interest-bearing liquid deposit beta assumption increases or decreases by 5% (e.g., 40% to 45%), then the benefit to rising rates would decrease or increase by approximately 109 basis points.

The current interest rate risk position could fluctuate to higher or lower levels of risk depending on the competitive environment and client behavior that may affect the actual volume, mix, maturity, and repricing characteristics of loan and deposit flows. Corporate Treasury discretionary activities related to funding, investing, and hedging may also change as a result of changes in customer business flows or changes in management’s desired interest rate risk positioning. As changes occur to both the configuration of the balance sheet and the outlook for the economy, management proactively evaluates hedging opportunities that may change the interest rate risk profile.

Simulations are also conducted that measure the effect of changes in market interest rates in the second and third years of a three-year horizon. These simulations are conducted in a similar manner to those based on a 12-month horizon. To capture longer-term exposures, changes in the EVE are calculated as discussed in the following section.

Economic value of equity modeling. EVE complements net interest income simulation analysis as it estimates risk exposure beyond 12-, 24-, and 36-month horizons. EVE modeling measures the extent to which the economic values of assets, liabilities, and off-balance sheet instruments may change in response to fluctuations in interest rates. EVE is calculated by subjecting the balance sheet to an immediate increase or decrease in interest rates, measuring the resulting change in the values of assets, liabilities, and off-balance sheet instruments, and comparing those amounts with the base case of the current interest rate environment. EVE policy limits are measured against a +200 basis point/policy decline scenario. The resulting rate in the policy decline scenario is equal to the greater of the current fed funds target and zero. As of September 30, 2023, the policy decline scenario is minus 200 basis points. This analysis is highly dependent upon assumptions applied to assets and liabilities with non-contractual maturities. Those assumptions are based on historical behaviors, as well as forward expectations. Remediation plans are similarly developed if the analysis indicates that the EVE will decrease by more than 15% in response to an immediate increase or decrease in interest rates. The position is within these guidelines as of September 30, 2023.

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Management of interest rate exposure. The results of the various interest rate risk analyses are used to formulate A/LM strategies to achieve the desired risk profile while managing to objectives for capital adequacy and liquidity risk exposures. Specifically, risk positions are managed by purchasing securities, issuing term debt with floating or fixed interest rates, and using derivatives. Interest rate swaps and options are predominantly used, which modify the interest rate characteristics of certain assets and liabilities.

Figure 23 shows all swap positions held for A/LM purposes. These positions are used to convert the contractual interest rate index of agreed-upon amounts of assets and liabilities (i.e., notional amounts) to another interest rate index. For example, fixed-rate debt is converted to a floating rate through a “receive fixed/pay variable” interest rate swap. The volume, maturity, and mix of portfolio swaps change frequently to reflect broader A/LM objectives and the balance sheet positions to be hedged. For more information about how interest rate swaps are used to manage the risk profile, see Note 7 (“Derivatives and Hedging Activities”). Additionally, refer to Note 22 (“Subsequent Events”) for information regarding the termination of certain swaps subsequent to September 30, 2023.

Figure 23. Portfolio Swaps by Interest Rate Risk Management Strategy


	September 30, 2023
						Weighted-Average					December 31, 2022
Dollars in millions	Notional Amount		Fair Value			Maturity (Years)	Receive Rate		Pay Rate		Notional Amount		Fair Value
Receive fixed/pay variable — conventional loans	$	24,750	$	(1,288)		1.8	1.4	%	5.4	%	$	28,450	$	(1,503)
Receive fixed/pay variable — conventional debt	8,976		(682)			4.2	2.5		5.4		10,995		(551)
Receive fixed/pay variable — forward loans	4,000		(92)			2.8	3.5		5.3		1,300		(8)
Receive fixed/pay variable — forward debt	1,411		(96)			6.8	3.1		5.4		—		—
Pay fixed/receive variable — conventional debt (b)	100		2			4.8	5.5		3.6		50		1
Pay fixed/receive variable — forward securities	—		—			—	—		—		—		—
Pay fixed/receive variable — securities	8,155		126			4.4	5.3		4.0		405		48
Total portfolio swaps	$	47,392	$	(2,030)	(a)	3.0	2.5	%	5.1	%	$	41,200	$	(2,013)	(a)

Floors — forward purchased	$	3,250	$	16		2.4	—	%	—	%	$	—	$	—
Floors — forward sold	3,250		(7)			2.4	—		—		—		—
Total floors	$	6,500	$	9		—	—	%	—	%	$	—	$	—

(a)Excludes accrued interest of $26 million at September 30, 2023, and accrued interest of $62 million at December 31, 2022.

(b)Notional amount as of September 30, 2023 reflects the impacts of LIBOR transition. Notional amount includes $50 million of short dated pay fixed/receive variable LIBOR swaps created as a result of the industry’s operational transition from LIBOR to SOFR. The weighted-average maturity and pay rate amounts disclosed exclude the impacts of the short-dated LIBOR swaps.

Liquidity risk management

Liquidity risk, which is inherent in the banking industry, is measured by our ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, and fund new business opportunities at a reasonable cost, in a timely manner, and without adverse consequences. Liquidity management involves maintaining sufficient and diverse sources of funding to accommodate planned, as well as unanticipated, changes in assets and liabilities under both normal and adverse conditions.

Factors affecting liquidity

Our liquidity could be adversely affected by both direct and indirect events. An example of a direct event would be a downgrade in our public credit ratings by a rating agency. Examples of indirect events (events unrelated to us) that could impair our access to liquidity would be an act of terrorism or war, natural disasters, global pandemics, political events, or the default or bankruptcy of a major corporation, mutual fund, or hedge fund. Similarly, market speculation, or rumors about us or the banking industry in general, may adversely affect the cost and availability of normal funding sources. For a discussion of certain risks which may impact our liquidity, see Part II, Item 1A. "Risk Factors" in this report. For more information on recent liquidity activity, see the header "Our liquidity position and recent activity" in this report below.

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Figure 24. Credit Ratings

September 30, 2023

Short-Term
Borrowings

Long-Term
Deposits (a)

Senior
Long-Term
Debt

Subordinated
Long-Term
Debt

Capital
Securities

Preferred
Stock

KEYCORP

Standard & Poor’s

A-2

N/A

BBB

BBB-

Moody’s

P-2

N/A

Baa1

Baa2

Baa3

Fitch Ratings, Inc.

N/A

A-

N/A

BB+

DBRS, Inc.

R-1 (low)

N/A

A (low)

BBB

KEYBANK

Standard & Poor’s

A-2

N/A

BBB+

BBB

N/A

Moody’s

P-2

P-1/A1

Baa1

N/A

Fitch Ratings, Inc.

F1/A

A-

BBB+

N/A

DBRS, Inc.

R-1 (middle)

A (high)

N/A

(a)P-1 rating assigned by Moody’s is specific to KeyBank’s short-term bank deposit ratings. F1 assigned by Fitch Ratings, Inc. is specific to KeyBank’s short-term deposit ratings.

Our credit ratings at September 30, 2023, are shown in Figure 24. On August 21, 2023, Standard & Poor’s downgraded KeyCorp’s and KeyBank’s Long-term Debt ratings from “BBB+” to “BBB”, and from “A-” to “BBB+”, respectively. Additionally, Standard & Poor’s changed Key’s Outlook or Trend to “stable” from “negative”. Subsequent to September 30, 2023, on October 10, 2023, Fitch Ratings, Inc. downgraded both KeyCorp and KeyBank’s respective Long-Term Debt ratings from “A-” to “BBB+” maintaining a “stable” Outlook or Trend. Additionally, subsequent to September 30, 2023, on October 20, 2023, Moody’s downgraded KeyCorp and KeyBank's Long-term Debt ratings from "Baa1" to "Baa2", and from "A3" to "Baa1", respectively. Moody's also maintained a "negative" Outlook or Trend. The rationales for Standard & Poor’s, Fitch Ratings, Inc., and Moody’s downgrades are documented in their respective credit opinions and analyses. These rationales include a challenging environment for the entire banking industry along with other company-specific factors. While we believe the revised credit ratings, under normal conditions in the capital markets, would enable KeyCorp or KeyBank to issue fixed income securities to investors, the downgrades could increase our cost of funds, trigger additional collateral or funding requirements, and decrease the number of investors and counterparties willing to lend to us.

Sources of liquidity

Our primary source of funding for KeyBank are customer deposits resulting in a consolidated loan-to-deposit ratio of 81% as of September 30, 2023. If the cash flows needed to support operating and investing activities are not satisfied by deposit balances, we rely on wholesale funding or on-balance sheet liquid reserves. Conversely, excess cash generated by operating, investing, and deposit-gathering activities may be used to repay outstanding debt or invest in liquid assets. We maintain a Contingency Funding Plan that outlines the process for addressing a liquidity crisis. As part of the plan, we maintain on-balance sheet liquid reserves referred to as our liquid asset portfolio, which consists of high quality liquid assets. During a problem period, that reserve could be used as a source of funding to provide time to develop and execute a longer-term strategy. Our available contingent liquidity at September 30, 2023, totaled $81.3 billion, consisting of $5.9 billion of unpledged securities, $7.8 billion of net balances of federal funds sold and balances in our Federal Reserve account, $55.2 billion of unused secured borrowing capacity at the Federal Reserve Bank of Cleveland, and $12.4 billion of unused secured borrowing capacity at the FHLB. During the third quarter of 2023, our secured term borrowings decreased $5.7 billion from a reduction in repurchase agreements and FHLB borrowings.

We have several liquidity programs, which are described in Note 20 (“Long-term Debt”) beginning on page 164 of our 2022 Form 10-K, that are designed to enable KeyCorp and KeyBank to raise funds in the public and private debt markets. The proceeds from most of these programs can be used for general corporate purposes, including acquisitions. There were no bank note issuances during the third quarter of 2023.

Liquidity for KeyCorp

The primary source of liquidity for KeyCorp is from subsidiary dividends, primarily from KeyBank. KeyCorp has sufficient liquidity when it can service its debt; support customary corporate operations and activities (including acquisitions); support occasional guarantees of subsidiaries’ obligations in transactions with third parties at a reasonable cost, in a timely manner, and without adverse consequences; and fund capital distributions in the form of dividends and share buybacks.

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At September 30, 2023, KeyCorp held $2.7 billion in cash, which we projected to be sufficient to meet our projected obligations, including the repayment of our maturing debt obligations for the periods prescribed by our risk tolerance.

Typically, KeyCorp meets its liquidity requirements through regular dividends from KeyBank, supplemented with term debt. KeyCorp had no debt issuances during the third quarter of 2023. During the third quarter of 2023, KeyBank paid $200 million cash dividends to KeyCorp. As of September 30, 2023, KeyBank had regulatory capacity to pay $2.9 billion in dividends to KeyCorp without prior regulatory approval.

Our liquidity position and recent activity

Over the past quarter, our liquid asset portfolio, which includes overnight and short-term investments, as well as unencumbered, high quality liquid securities held as protection against a range of potential liquidity stress scenarios, has decreased primarily as a result of a decrease in unencumbered securities, which was offset by an increase in cash held at the Federal Reserve. The liquid asset portfolio continues to exceed the amount that we estimate would be necessary to manage through an adverse liquidity event by providing sufficient time to develop and execute a longer-term solution. In response to the market volatility driven by the recent bank failures, Key has initiated heightened monitoring for liquidity and funding. This heightened monitoring includes daily updates to senior management centered on balance sheet flows and reserve balances held at the Federal Reserve. We have also increased the level of cash held at the Federal Reserve in the event there is an unexpected funding outflow.

From time to time, KeyCorp or KeyBank may seek to retire, repurchase, or exchange outstanding debt, capital securities, preferred shares, or common shares through cash purchase, privately negotiated transactions or other means. During the third quarter of 2023, Key repurchased $92.3 million of KeyBank senior debt consisting of $13.1 million of 3.30% Senior Unsecured Debt due 6/1/2025, $64.7 million of 4.15% Senior Unsecured Debt due 8/8/2025, and $14.5 million of 4.70% Senior Unsecured Debt due 1/26/2026. Additionally, refer to Note 22 (“Subsequent Events”) for information on Key’s execution of $1.1 billion in long-term debt redemptions on October 27, 2023. Additional information on repurchases of Common Shares by KeyCorp is included in Part II, Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities beginning on page 45 of our 2022 Form 10-K and Part II, Item 2 of this Form 10-Q. Such transactions depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, regulatory requirements, and other factors. The amounts involved may be material, individually or collectively.

The Consolidated Statements of Cash Flows summarize our sources and uses of cash by type of activity for the nine-month periods ended September 30, 2023, and September 30, 2022.

For more information regarding liquidity governance structure, management of liquidity risk at KeyBank and KeyCorp, long-term liquidity strategies, and other liquidity programs, see “Liquidity Risk Management” beginning on page 80 of our 2022 Form 10-K as well as the disclosure included in Part II, Item 1A. “Risk Factors” of this report.

Credit risk management

Credit risk is the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Like other financial services institutions, we make loans, extend credit, distribute credit risk, purchase securities, provide financial and payments products, and enter into financial derivative contracts, all of which have related credit risk.

Credit policy, approval, and evaluation

We manage credit risk exposure through a multifaceted program. The Credit Risk Committee approves management credit policies and recommends significant credit policies to the Enterprise Risk Management Committee, the KeyBank Board, and the Risk Committee of the KeyCorp Board for approval. These policies are communicated throughout the organization to foster a consistent approach to granting credit.

Our credit risk management team and certain individuals within our lines of business, to whom credit risk management has delegated limited credit authority, are responsible for credit approval. Individuals with assigned credit authority are authorized to grant exceptions to credit policies. It is not unusual to make exceptions to established policies when mitigating circumstances dictate, however, a corporate level tolerance has been established to keep exceptions at an acceptable level based upon portfolio and economic considerations.

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Our credit risk management team uses risk models to evaluate consumer loans. These models, known as scorecards, forecast the probability of serious delinquency and default for an applicant. The scorecards are embedded in the application processing system, which allows for real-time scoring and automated decisions for many of our products. We periodically validate the loan scoring processes.

We maintain an active concentration management program to mitigate concentration risk in our credit portfolios. For individual obligors, we employ a sliding scale of exposure, known as hold limits, which is dictated by the type of loan and strength of the borrower. We also set and monitor industry concentration and correlation risk by setting appropriate limits and tolerances to achieve balanced and acceptable portfolio composition levels with our desired risk profile. We set, measure, and manage that risk consideration of both internal and external industry performance metrics, domestic and global economic data, and by allocating capital adequacy stress test supported capacity.

With highly uncertain economic conditions, we maintain diligent and vigilant portfolio monitoring activities in keeping with our credit risk framework. These activities include proactive higher risk portfolio segment detailed reviews. This allows us greater insight to support our credit loss guidance. All financial institutions will experience credit portfolio migration. Understanding and effectively managing these portfolios allow us to minimize ultimate economic loss, while supporting our fulsome relationship clients.

Allowance for loan and lease losses

We estimate the appropriate level of the ALLL on at least a quarterly basis. The methodology used is described in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Allowance for Loan and Lease Losses” beginning on page 107 of our 2022 Form 10-K. Briefly, the ALLL estimate uses various models and estimation techniques based on our historical loss experience, current borrower characteristics, current economic conditions, reasonable and supportable forecasts, and other relevant factors. The ALLL at September 30, 2023, represents our best estimate of the lifetime expected credit losses inherent in the loan portfolio at that date.

As shown in Figure 25, our ALLL from continuing operations increased by $151 million, or 11.3%, from December 31, 2022. The commercial ALLL increased by $152 million, or 17.6%, from December 31, 2022, through September 30, 2023. Our consumer ALLL decreased by $1 million, or 0.2%, from December 31, 2022, through September 30, 2023. Refer to Note 4 (“Asset Quality”) within this report for further discussion of changes in the ALLL.

Figure 25. Allocation of the Allowance for Loan and Lease Losses


	September 30, 2023						December 31, 2022
Dollars in millions	Amount		Percent of Allowance to Total Allowance		Percent of Loan Type to Total Loans		Amount		Percent of Allowance to Total Allowance		Percent of Loan Type to Total Loans
Commercial and industrial	$	576	38.7	%	49.9	%	$	601	45.0	%	50.0	%
Commercial real estate:
Commercial mortgage	360		24.2		13.4		203		15.2		13.7
Construction	48		3.2		2.6		28		2.1		2.1
Total commercial real estate loans	408		27.4		16.0		231		17.3		15.8
Commercial lease financing	32		2.2		3.2		32		2.4		3.3
Total commercial loans	1,016		68.3		69.1		864		64.7		69.1
Real estate — residential mortgage	181		12.2		18.4		196		14.7		17.9
Home equity loans	91		6.1		6.3		98		7.3		6.6
Consumer direct loans	124		8.3		5.3		111		8.3		5.4
Credit cards	75		5.0		0.9		66		4.9		0.9
Consumer indirect loans	1		0.1		—		2		0.1		0.1
Total consumer loans	472		31.7		30.9		473		35.3		30.9
Total ALLL — continuing operations (a)	$	1,488	100.0	%	100.0	%	$	1,337	100.0	%	100.0	%

(a)Excludes allocations of the ALLL related to the discontinued operations of the education lending business in the amount of $17 million at September 30, 2023, and $21 million at December 31, 2022.

Net loan charge-offs

Figure 26 shows the trend in our net loan charge-offs by loan type, while the composition of loan charge-offs and recoveries by type of loan is presented in Figure 28. Figure 27 shows the ratios of net charge-offs by loan category as a percentage of the respective average loan balance.

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Net loan charge-offs for the three months ended September 30, 2023, increased $28 million compared to the year-ago quarter.

Figure 26. Net Loan Charge-offs from Continuing Operations (a)


	2023									2022
Dollars in millions	Third			Second			First			Fourth			Third
Commercial and industrial	$	52		$	27		$	27		$	17		$	36
Real estate — Commercial mortgage	1			8			5			12			1
Real estate — Construction	—			—			—			—			—
Commercial lease financing	(1)			(1)			(2)			(2)			(1)
Total commercial loans	52			34			30			27			36
Real estate — Residential mortgage	(1)			—			(1)			(3)			—
Home equity loans	—			1			—			—			(1)
Consumer direct loans	12			9			9			8			4
Credit cards	8			7			8			7			5
Consumer indirect loans	—			1			(1)			2			(1)
Total consumer loans	19			18			15			14			7
Total net loan charge-offs	$	71		$	52		$	45		$	41		$	43
Net loan charge-offs to average loans	.24		%	.17		%	.15		%	.14		%	.15		%
Net loan charge-offs from discontinued operations — education lending business	$	—		$	1		$	1		$	2		$	—

(a)Credit amounts indicate that recoveries exceeded charge-offs.

Figure 27. Net Loan Charge-offs to Average Loans from Continuing Operations (a)


	2023						2022
Dollars in millions	Third		Second		First		Fourth		Third
Commercial and industrial	0.35	%	0.18	%	0.18	%	0.12	%	0.25	%
Real estate — commercial mortgage	0.03		0.20		0.12		0.29		0.02
Real estate — construction	—		—		—		—		—
Commercial lease financing	(0.11)		(0.11)		(0.21)		(0.21)		(0.10)
Total commercial loans	0.25		0.16		0.14		0.13		0.18
Real estate — residential mortgage	(0.02)		—		(0.02)		(0.06)		—
Home equity loans	—		0.05		—		—		(0.05)
Consumer direct loans	0.77		0.57		0.56		0.47		0.23
Credit cards	3.20		2.85		3.26		2.80		2.05
Consumer indirect loans	—		10.97		(9.78)		17.25		(7.63)
Total consumer loans	0.21		0.20		0.16		0.15		0.08
Total net loan charge-offs	0.24	%	0.17	%	0.15	%	0.14	%	0.15	%

(a)Credit amounts indicate that recoveries exceeded charge-offs.

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Figure 28. Summary of Loan and Lease Loss Experience from Continuing Operations


	Three months ended September 30,						Nine months ended September 30,
Dollars in millions	2023			2022			2023			2022
Average loans outstanding	$	117,627		$	114,418		$	119,371		$	109,144


Allowance for loan and lease losses at beginning of period	1,480			1,099			1,337			1,061
Loans charged off:
Commercial and industrial	62			49			139			118
Real estate — commercial mortgage	1			3			15			10
Real estate — construction	—			—			—			—
Commercial lease financing	—			—			—			2
Total commercial loans	63			52			154			130
Real estate — residential mortgage	—			1			1			(2)
Home equity loans	1			—			4			1
Consumer direct loans	14			8			36			25
Credit cards	9			7			27			22
Consumer indirect loans	—			—			1			2
Total consumer loans	24			16			69			48
Total loans charged off	87			68			223			178
Recoveries:
Commercial and industrial	10			13			33			32
Real estate — commercial mortgage	—			2			1			4
Real estate — construction	—			—			—			1
Commercial lease financing	1			1			4			2
Total commercial loans	11			16			38			39
Real estate — residential mortgage	1			1			3			2
Home equity loans	1			1			3			3
Consumer direct loans	2			4			6			7
Credit cards	1			2			4			5
Consumer indirect loans	—			1			1			2
Total consumer loans	5			9			17			19
Total recoveries	16			25			55			58
Net loan charge-offs	(71)			(43)			(168)			(120)
Provision (credit) for loan and lease losses	79			88			319			203

Allowance for loan and lease losses at end of period	$	1,488		$	1,144		$	1,488		$	1,144



Liability for credit losses on off-balance sheet exposures at beginning of period	291			173			225			160
Provision (credit) for losses on off-balance sheet exposures	2			21			68			34
Other	(3)			—			(3)			—
Liability for credit losses on off-balance sheet exposures at end of period(a)	$	290		$	194		$	290		$	194
Total allowance for credit losses at end of period	$	1,778		$	1,338		$	1,778		$	1,338
Net loan charge-offs to average total loans	.24		%	.15		%	.19		%	.15		%
Allowance for loan and lease losses to period-end loans	1.29			.98			1.29			.98
Allowance for credit losses to period-end loans	1.54			1.15			1.54			1.15
Allowance for loan and lease losses to nonperforming loans	327.0			293.3			327.0			293.3
Allowance for credit losses to nonperforming loans	390.8			343.1			390.8			343.1

Discontinued operations — education lending business:
Loans charged off	$	—		$	1		$	3		$	4
Recoveries	—			1			1			2
Net loan charge-offs	$	—		$	—		$	(2)		$	(2)

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

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Nonperforming assets

Figure 29 shows the composition of our nonperforming assets. As shown in Figure 29, nonperforming assets at September 30, 2023, increased $51 million from December 31, 2022. This increase reflects normalization of nonperforming loan levels, while still favorable relative to long-term levels.

See Note 1 (“Summary of Significant Accounting Policies”) of our 2022 Form 10-K under the headings “Nonperforming Loans,” “Impaired Loans,” and “Allowance for Loan and Lease Losses” for a summary of our nonaccrual and charge-off policies.

Figure 29. Summary of Nonperforming Assets and Past Due Loans from Continuing Operations


Dollars in millions	September 30, 2023			June 30, 2023			March 31, 2023			December 31, 2022			September 30, 2022
Commercial and industrial	$	214		$	188		$	170		$	174		$	169
Real estate — commercial mortgage	63			65			59			21			34
Real estate — construction	—			—			—			—			—
Total commercial real estate loans (a)	63			65			59			21			34
Commercial lease financing	1			1			1			1			2
Total commercial loans (b)	278			254			230			196			205
Real estate — residential mortgage	72			73			75			77			66
Home equity loans	97			97			104			107			112
Consumer direct loans	3			3			3			3			3
Credit cards	4			3			3			3			3
Consumer indirect loans	1			1			1			1			1
Total consumer loans	177			177			186			191			185
Total nonperforming loans (c)	455			431			416			387			390
OREO	16			15			13			13			12
Nonperforming loans held for sale	—			16			18			20			17
Other nonperforming assets	—			—			—			—			—
Total nonperforming assets	$	471		$	462		$	447		$	420		$	419
Accruing loans past due 90 days or more	$	52		$	73		$	55		$	60		$	47
Accruing loans past due 30 through 89 days	178			139			164			180			187




Nonperforming assets from discontinued operations — education lending business	2			2			3			3			3
Nonperforming loans to period-end portfolio loans	.39		%	.36		%	.35		%	.32		%	.34		%
Nonperforming assets to period-end portfolio loans plus OREO and other nonperforming assets	.41			.39			.37			.35			.36

(a)See Figure 9 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial real estate loan portfolio.

(b)See Figure 8 and the accompanying discussion in the “Loans and loans held for sale” section for more information related to our commercial loan portfolio.

(c)On January 1, 2023, Key adopted ASU 2022-02 Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. In connection with the adoption of this guidance, nonperforming loans for periods after January 1, 2023, include certain loans which were modified for borrowers experiencing financial difficulty. Amounts prior to January 1, 2023, include nonperforming troubled debt restructurings (TDRs), for which accounting guidance was eliminated upon adoption of ASU 2022-02.

Figure 30 shows the activity that caused the change in our nonperforming loan balance during each of the last five quarters.

Figure 30. Summary of Changes in Nonperforming Loans from Continuing Operations


	2023						2022
Dollars in millions	Third		Second		First		Fourth		Third
Balance at beginning of period	$	431	$	416	$	387	$	390	$	429
Loans placed on nonaccrual status	159		169		143		113		80
Charge-offs	(87)		(76)		(60)		(67)		(68)
Loans sold	(4)		(23)		(2)		(4)		(3)
Payments	(25)		(20)		(31)		(22)		(29)
Transfers to OREO	(3)		(2)		(2)		(1)		(1)


Loans returned to accrual status	(16)		(33)		(19)		(22)		(18)
Balance at end of period	$	455	$	431	$	416	$	387	$	390

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Operational and compliance risk management

Like all businesses, we are subject to operational risk, which is the risk of loss resulting from human error or malfeasance, inadequate or failed internal processes and systems, and external events. These events include, among other things, threats to our cybersecurity, as we are reliant upon information systems and the internet to conduct our business activities. Operational risk intersects with compliance risk, which is the risk of loss from violations of, or noncompliance with, laws, rules and regulations, prescribed practices, and ethical standards. Under the Dodd-Frank Act, large financial companies like Key are subject to heightened prudential standards and regulation. This heightened level of regulation has increased our operational risk. While operational and compliance risk are separate risk disciplines in KeyCorp’s ERM framework, losses and/or additional regulatory compliance costs are included in operational loss reporting and could take the form of explicit charges, increased operational costs, or harm to our reputation.

We seek to mitigate operational risk through identification and measurement of risk, alignment of business strategies with risk appetite and tolerance, and a system of internal controls and reporting. We continuously strive to strengthen our system of internal controls to improve the oversight of our operational risk and to ensure compliance with laws, rules, and regulations. For example, an operational event database tracks the amounts and sources of operational risk and losses. This tracking mechanism helps to identify weaknesses and to highlight the need to take corrective action. We also rely upon software programs designed to assist in assessing operational risk and monitoring our control processes. This technology has enhanced the reporting of the effectiveness of our controls to senior management and the Board.

The Operational Risk Management Program provides the framework for the structure, governance, roles, and responsibilities, as well as the content, to manage operational risk for Key. The Compliance Risk Management Program serves the same function in managing compliance risk for Key. The Operational Risk Committee and the Compliance Risk Committee support the ERM Committee by identifying early warning events and trends, escalating emerging risks, and discussing forward-looking assessments. Both the Operational Risk Committee and the Compliance Risk Committee include attendees from each of the Three Lines of Defense. Primary responsibility for managing and monitoring internal control mechanisms lies with the managers of our various lines of business. The Operational Risk Committee and Compliance Risk Committee are senior management committees that oversee our level of operational and compliance risk and direct and support our operational and compliance infrastructure and related activities. These committees and the Operational Risk Management and Compliance Risk Management functions are an integral part of our ERM Program. Our Risk Review function regularly assesses the overall effectiveness of our Operational Risk Management and Compliance Risk Management Programs and our system of internal controls. Risk Review reports the results of reviews on internal controls and systems to senior management and the Audit Committee and updates the Risk Committee, as appropriate, on matters related to the oversight of these controls.

Cybersecurity

We maintain comprehensive Cyber Incident Response Plans, and we devote significant time and resources to maintaining and regularly updating our technology systems and processes to protect the security of our computer systems, software, networks, and other technology assets against attempts to obtain unauthorized access to confidential information, destroy data, disrupt or degrade service, sabotage systems, shut down access to systems for ransom, or cause other damage. As the threat landscape continues to evolve, critical infrastructure, including financial services, remains a top target for cyberattacks. The remote work environment utilized by our employees and our third-party service providers inherently introduces additional operational risk. Additionally, we face heightened risk of cyberattacks in the near term because of recent geopolitical events, which may result in increased attacks against U.S. critical infrastructure, including financial institutions. Cyberattacks may include, but are not limited to, attacks that are intended to disrupt or disable banking services and prevent banking transactions, attempts to breach the security of systems and data, and social engineering attempts aimed at tricking employees and clients into providing sensitive information or executing financial transactions.

We also face cyberattack risks related to our third-party service providers. Cyberattacks successfully compromising or circumventing the security of the systems of our third-party service providers have resulted in, and could again in the future, result in negative consequences to us, including interfering with our third-party providers’ ability to fulfill their contractual obligations to us, an interruption in our business processes, or the disclosure or misappropriation of confidential information of us or that of our clients. These cyberattacks may result in regulatory consequences, reputational harm or financial loss or liability that could adversely affect our financial condition or results of

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operations. High-profile cyberattacks have targeted retailers, credit bureaus, and other businesses for the purpose of acquiring the confidential information (including personal, financial, and credit card information) of their customers. There have also been numerous highly publicized cases where hackers requested ransom payments in exchange for not disclosing customer information or to restore company access to locked systems. We have incurred, and may again incur, expenses related to responding to cyberattacks involving third-party providers, including the protection of our clients from identity theft as a result of such attacks. We have also incurred, and may continue to incur, expenses to enhance our systems or processes to protect against cyber or other security incidents.

Risks and exposures related to cyberattacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of internet banking, mobile banking, and other technology-based products and services by us and our clients. To date, Key has not experienced material disruption of our operations as a result of the heightened threat landscape of cyberattacks.

As described in more detail starting on page 72 of our 2022 Form 10-K under the heading “Risk Management — Overview,” the Board serves in an oversight capacity ensuring that Key’s risks are managed in a manner that is effective and balanced and adds value for the shareholders. The Board’s Risk Committee has primary oversight for enterprise-wide risk at KeyCorp, including operational risk (which includes cybersecurity). The Risk Committee reviews and provides oversight of management’s activities related to the enterprise-wide risk management framework, including cyber-related risk. Board members are updated on cybersecurity matters at each regularly-scheduled Board meeting. The ERM Committee, chaired by the Chief Executive Officer and comprising other senior level executives, is responsible for managing risk (including cyber-related risk) and ensuring that the corporate risk profile is managed in a manner consistent with our risk appetite. The ERM Committee reports to the Board’s Risk Committee.

GAAP to Non-GAAP Reconciliations

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, nor as a substitute for analyses

of results as reported under GAAP.

The tangible common equity ratio and the return on tangible common equity ratio have been a focus for some investors, and management believes that these ratios may assist investors in analyzing Key’s capital position without regard to the effects of intangible assets and preferred stock. Since analysts and banking regulators may assess our capital adequacy using tangible common equity, we believe it is useful to enable investors to assess our capital adequacy on these same bases.


		Three months ended															Nine months ended
Dollars in millions		9/30/2023			6/30/2023			3/31/2023			12/31/2022			9/30/2022			9/30/2023			9/30/2022
Tangible common equity to tangible assets at period-end
Key shareholders’ equity (GAAP)		$	13,356		$	13,844		$	14,322		$	13,454		$	13,290
Less:	Intangible assets (a)	2,816			2,826			2,836			2,844			2,856
	Preferred Stock (b)	2,446			2,446			2,446			2,446			2,446
	Tangible common equity (non-GAAP)	$	8,094		$	8,572		$	9,040		$	8,164		$	7,988
Total assets (GAAP)		$	187,851		$	195,037		$	197,519		$	189,813		$	190,051
Less:	Intangible assets (a)	2,816			2,826			2,836			2,844			2,856
	Tangible assets (non-GAAP)	$	185,035		$	192,211		$	194,683		$	186,969		$	187,195
	Tangible common equity to tangible assets ratio (non-GAAP)	4.4		%	4.5		%	4.6		%	4.4		%	4.3		%
Average tangible common equity
Average Key shareholders’ equity (GAAP)		$	13,831		$	14,412		$	13,817		$	13,168		$	14,614		$	14,020		$	15,256
Less:	Intangible assets (average) (c)	2,821			2,831			2,841			2,851			2,863			2,831			2,835
	Preferred Stock (average)	2,500			2,500			2,500			2,500			2,148			2,500			1,984
	Average tangible common equity (non-GAAP)	$	8,510		$	9,081		$	8,476		$	7,817		$	9,603		$	8,689		$	10,437
Return on average tangible common equity from continuing operations
Net income (loss) from continuing operations attributable to Key common shareholders (GAAP)		$	266		$	250		$	275		$	356		$	513		$	791		$	1,437
Average tangible common equity (non-GAAP)		8,510			9,081			8,476			7,817			9,603			8,689			10,437
Return on average tangible common equity from continuing operations (non-GAAP)		12.4		%	11.0		%	13.2		%	18.1		%	21.2		%	12.17		%	18.41		%
Return on average tangible common equity consolidated
Net income (loss) attributable to Key common shareholders (GAAP)		$	267		$	251		$	276		$	356		$	515		$	794		$	1,443
Average tangible common equity (non-GAAP)		8,510			9,081			8,476			7,817			9,603			8,689			10,437
Return on average tangible common equity consolidated (non-GAAP)		12.4		%	11.1		%	13.2		%	18.1		%	21.3		%	12.22		%	18.49		%

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(a)For the three months ended September 30, 2023, June 30, 2023, March 31, 2023, December 31, 2022, and September 30, 2022, intangible assets exclude $1 million, $1 million, $1 million, $2 million, and $2 million, respectively, of period-end purchased credit card receivables.

(b)Net of capital surplus.

(c)For the three months ended September 30, 2023, June 30, 2023, March 31, 2023, December 31, 2022, and September 30, 2022, average intangible assets exclude $1 million, $1 million, $1 million, $2 million, and $2 million, respectively, of average purchased credit card receivables. For the nine months ended September 30, 2023, and September 30, 2022, average intangible assets exclude $1 million, and $2 million, respectively, of average purchased credit card receivables.

The cash efficiency ratio is a ratio of two non-GAAP performance measures, adjusted noninterest expense and total taxable-equivalent revenue. Accordingly, there is no directly comparable GAAP performance measure. The cash efficiency ratio excludes the impact of our intangible asset amortization from the calculation. We believe this ratio provides greater consistency and comparability between our results and those of our peer banks. Additionally, this ratio is used by analysts and investors to evaluate how effectively management is controlling noninterest expenses in generating revenue, as they develop earnings forecasts and peer bank analysis.


		Three months ended															Nine months ended
Dollars in millions		9/30/2023			6/30/2023			3/31/2023			12/31/2022			9/30/2022			9/30/2023			9/30/2022
Cash efficiency ratio
Noninterest expense (GAAP)		$	1,110		$	1,076		$	1,176		$	1,156		$	1,106		$	3,362		$	3,254
Less:	Intangible asset amortization	9			10			10			12			12			29			35
Adjusted noninterest expense (non-GAAP)		$	1,101		$	1,066		$	1,166		$	1,144		$	1,094		$	3,333		$	3,219
Net interest income (GAAP)		$	915		$	978		$	1,099		$	1,220		$	1,196		$	2,992		$	3,307
Plus:	Taxable-equivalent adjustment	8			8			7			7			7			23			20
	Noninterest income (GAAP)	643			609			608			671			683			1,860			2,047
Total taxable-equivalent revenue (non-GAAP)		$	1,566		$	1,595		$	1,714		$	1,898		$	1,886		$	4,875		$	5,374
Cash efficiency ratio (non-GAAP)		70.3		%	66.8		%	68.0		%	60.3		%	58.0		%	68.4		%	59.9		%

Critical Accounting Policies and Estimates

Our business is dynamic and complex. Consequently, we must exercise judgment in choosing and applying accounting policies and methodologies. These choices are critical – not only are they necessary to comply with GAAP, they also reflect our view of the appropriate way to record and report our overall financial performance. All accounting policies are important, and all policies described in Note 1 (“Summary of Significant Accounting Policies”) beginning on page 105 of our 2022 Form 10-K should be reviewed for a greater understanding of how we record and report our financial performance. Note 1 (“Basis of Presentation and Accounting Policies”) of this report should also be reviewed for more information on accounting standards that have been adopted during the period.

In our opinion, some accounting policies are more likely than others to have a critical effect on our financial results and to expose those results to potentially greater volatility. These policies apply to areas of relatively greater business importance or require us to exercise judgment and to make assumptions and estimates that affect amounts reported in the financial statements. Because these assumptions and estimates are based on current circumstances, they may prove to be inaccurate, or we may find it necessary to change them.

We rely heavily on the use of judgment, assumptions, and estimates to make a number of core decisions, including accounting for the ALLL; contingent liabilities, guarantees and income taxes; derivatives and related hedging activities; and assets and liabilities that involve valuation methodologies. In addition, we may employ outside valuation experts to assist us in determining fair values of certain assets and liabilities. A brief discussion of each of these areas appears on pages 92 through 94 of our 2022 Form 10-K. During the three months ended September 30, 2023, we did not significantly alter the manner in which we applied our critical accounting policies or developed related assumptions and estimates.

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Accounting and Reporting Developments

Accounting Guidance Pending Adoption at September 30, 2023


Standard	Required Adoption	Description	Effect on Financial Statements or Other Significant Matters

ASU 2022-03, Fair Value Measurement - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820)	January 1, 2024 Early adoption is permitted.	The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and is not considered in measuring fair value. Entities cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments require disclosures for equity securities subject to contractual restrictions including; the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, the nature and remaining duration of the restriction(s) and the circumstances that could cause a lapse in the restriction(s). The guidance should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption.	The guidance is not expected to have any impact on Key’s financial condition or results of operations.
ASU 2023-05 Business Combinations— Joint Venture Formations (Subtopic 805-60)	January 1, 2025 Early adoption is permitted.	This guidance requires that a joint venture apply a new basis of accounting upon its initial formation. By doing this, a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value, with certain exceptions. Existing joint ventures have the option to apply this new guidance retrospectively as long as they have sufficient information to do so.	The guidance is not expected to have any impact on Key’s financial condition or results of operations.
ASU 2023-06 Disclosure Improvements	The date on which the SEC’s removal of related disclosures from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited.	This guidance clarifies and improves disclosure requirements for a variety of topics.	The guidance is not expected to have a material impact on Key’s disclosures.

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Item 1. Financial Statements

Consolidated Balance Sheets


Dollars in millions, except per share data	September 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Cash and due from banks	$	766	$	887
Short-term investments	7,871		2,432
Trading account assets	1,325		829
Securities available for sale	35,839		39,117
Held-to-maturity securities (fair value: $8,044 and $8,113)	8,853		8,710
Other investments	1,356		1,308
Loans, net of unearned income of $366 and $368	115,544		119,394
Less: Allowance for loan and lease losses	(1,488)		(1,337)
Net loans	114,056		118,057
Loans held for sale (a)	730		963
Premises and equipment	649		636
Goodwill	2,752		2,752
Other intangible assets	65		94
Corporate-owned life insurance	4,381		4,369
Accrued income and other assets	8,843		9,223
Discontinued assets	365		436
Total assets	$	187,851	$	189,813
LIABILITIES
Deposits in domestic offices:





Interest-bearing deposits	$	112,581	$	101,761
Noninterest-bearing deposits	31,710		40,834
Total deposits	144,291		142,595
Federal funds purchased and securities sold under repurchase agreements	43		4,077
Bank notes and other short-term borrowings	3,470		5,386
Accrued expense and other liabilities	5,388		4,994
Long-term debt	21,303		19,307
Total liabilities	174,495		176,359
EQUITY
Preferred stock	2,500		2,500
Common Shares, $1 par value; authorized 2,100,000,000 shares; issued 1,256,702,081 shares	1,257		1,257
Capital surplus	6,254		6,286
Retained earnings	15,835		15,616
Treasury stock, at cost (320,541,464 and 323,377,500 shares)	(5,851)		(5,910)
Accumulated other comprehensive income (loss)	(6,639)		(6,295)


Total equity	13,356		13,454
Total liabilities and equity	$	187,851	$	189,813

(a)Total loans held for sale include real estate — residential mortgage loans held for sale at fair value of $112 million at September 30, 2023, and $24 million at December 31, 2022.

See Notes to Consolidated Financial Statements (Unaudited).

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Consolidated Statements of Income


Dollars in millions, except per share amounts	Three months ended September 30,				Nine months ended September 30,
(Unaudited)	2023		2022		2023		2022
INTEREST INCOME
Loans	$	1,593	$	1,134	$	4,645	$	2,894
Loans held for sale	19		14		49		36
Securities available for sale	192		196		580		557
Held-to-maturity securities	79		55		234		149
Trading account assets	15		8		42		21
Short-term investments	123		32		276		49
Other investments	22		5		51		11
Total interest income	2,043		1,444		5,877		3,717
INTEREST EXPENSE
Deposits	687		59		1,568		93
Federal funds purchased and securities sold under repurchase agreements	9		19		79		25
Bank notes and other short-term borrowings	81		24		263		36
Long-term debt	351		146		975		256
Total interest expense	1,128		248		2,885		410
NET INTEREST INCOME	915		1,196		2,992		3,307
Provision for credit losses	81		109		387		237
Net interest income after provision for credit losses	834		1,087		2,605		3,070
NONINTEREST INCOME
Trust and investment services income	130		127		384		400
Investment banking and debt placement fees	141		154		406		466
Cards and payments income	90		91		256		256
Service charges on deposit accounts	69		92		205		279
Corporate services income	73		96		235		283
Commercial mortgage servicing fees	46		44		142		125
Corporate-owned life insurance income	35		33		96		99
Consumer mortgage income	15		14		40		49
Operating lease income and other leasing gains	22		19		70		79
Other income	22		13		26		11
Total noninterest income	643		683		1,860		2,047
NONINTEREST EXPENSE
Personnel	663		655		1,986		1,892
Net occupancy	67		72		202		223
Computer processing	89		77		276		232
Business services and professional fees	38		47		124		152
Equipment	20		23		64		72
Operating lease expense	18		24		59		79
Marketing	28		30		78		92



Other expense	187		178		573		512
Total noninterest expense	1,110		1,106		3,362		3,254
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	367		664		1,103		1,863
Income taxes	65		124		204		346
INCOME (LOSS) FROM CONTINUING OPERATIONS	302		540		899		1,517
Income (loss) from discontinued operations	1		2		3		6
NET INCOME (LOSS)	303		542		902		1,523
Less: Net income (loss) attributable to noncontrolling interests	—		—		—		—
NET INCOME (LOSS) ATTRIBUTABLE TO KEY	$	303	$	542	$	902	$	1,523
Income (loss) from continuing operations attributable to Key common shareholders	$	266	$	513	$	791	$	1,437
Net income (loss) attributable to Key common shareholders	267		515		794		1,443
Per Common Share:
Income (loss) from continuing operations attributable to Key common shareholders	$	.29	$	.55	$	.85	$	1.55
Income (loss) from discontinued operations, net of taxes	—		—		—		.01
Net income (loss) attributable to Key common shareholders (a)	.29		.55		.86		1.56
Per Common Share — assuming dilution:
Income (loss) from continuing operations attributable to Key common shareholders	$	.29	$	.55	$	.85	$	1.54
Income (loss) from discontinued operations, net of taxes	—		—		—		.01
Net income (loss) attributable to Key common shareholders (a)	.29		.55		.85		1.55

Weighted-average Common Shares outstanding (000)	927,131		924,594		927,019		924,085

Effect of Common Share options and other stock awards	4,613		7,861		5,213		8,679
Weighted-average Common Shares and potential Common Shares outstanding (000) (b)	931,744		932,455		932,232		932,764

(a)EPS may not foot due to rounding.

(b)Assumes conversion of Common Share options and other stock awards and/or convertible preferred stock, as applicable.

See Notes to Consolidated Financial Statements (Unaudited).

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Consolidated Statements of Comprehensive Income


Dollars in millions	Three months ended September 30,				Nine months ended September 30,
(Unaudited)	2023		2022		2023		2022
Net income (loss)	$	303	$	542	$	902	$	1,523
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available for sale, net of income taxes of $210, $510, $160, and $1,381	(668)		(1,616)		(509)		(4,380)
Net unrealized gains (losses) on derivative financial instruments, net of income taxes of $(22), $150, $(50), and $409	72		(477)		161		(1,298)

Net pension and postretirement benefit costs, net of income taxes of $0, $0, $(1), and $(2)	1		2		4		7
Total other comprehensive income (loss), net of tax	(595)		(2,091)		(344)		(5,671)
Comprehensive income (loss)	(292)		(1,549)		558		(4,148)
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		—
Comprehensive income (loss) attributable to Key	$	(292)	$	(1,549)	$	558	$	(4,148)

See Notes to Consolidated Financial Statements (Unaudited).

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Consolidated Statements of Changes in Equity


	Key Shareholders’ Equity
Dollars in millions, except per share amounts (Unaudited)	Preferred Shares Outstanding (000)	Common Shares Outstanding (000)	Preferred Stock		Common Shares		Capital Surplus		Retained Earnings		Treasury Stock, at Cost		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 2022	1,996	933,325	$	2,500	$	1,257	$	6,286	$	15,616	$	(5,910)	$	(6,295)	$	13,454
Net income (loss)									902						902
Other comprehensive income (loss)													(344)		(344)
Deferred compensation							(6)								(6)
Cash dividends declared
Common Shares ($.615 per share)									(575)						(575)
Series D Preferred Stock ($37.50 per depositary share)									(20)						(20)
Series E Preferred Stock ($1.148439 per depositary share)									(23)						(23)
Series F Preferred Stock ($1.059375 per depositary share)									(18)						(18)
Series G Preferred Stock ($1.054689 per depositary share)									(19)						(19)
Series H Preferred Stock ($1.162500 per depositary share)									(28)						(28)
Open market Common Share repurchases		(2,550)					—				(38)				(38)
Employee equity compensation program Common Share repurchases		(1,831)					—				(34)				(34)
Common shares reissued (returned) for stock options and other employee benefit plans		7,217					(26)				131				105



BALANCE AT SEPTEMBER 30, 2023	1,996	936,161	$	2,500	$	1,257	$	6,254	$	15,835	$	(5,851)	$	(6,639)	$	13,356

BALANCE AT JUNE 30, 2023	1,996	935,733	$	2,500	$	1,257	$	6,231	$	15,759	$	(5,859)	$	(6,044)	$	13,844


Net income (loss)									303						303
Other comprehensive income (loss)													(595)		(595)
Deferred compensation							(1)								(1)
Cash dividends declared
Common Shares ($.205 per share)									(191)						(191)
Series D Preferred Stock ($12.50 per depositary share)									(7)						(7)
Series E Preferred Stock ($.382813 per depositary share)									(8)						(8)
Series F Preferred Stock ($.353125 per depositary share)									(6)						(6)
Series G Preferred Stock ($.351563 per depositary share)									(6)						(6)
Series H Preferred Stock ($.387500 per depositary share)									(9)						(9)


Employee equity compensation program Common Share repurchases		(10)					—				—				—
Common shares reissued (returned) for stock options and other employee benefit plans		438					24				8				32


BALANCE AT SEPTEMBER 30, 2023	1,996	936,161	$	2,500	$	1,257	$	6,254	$	15,835	$	(5,851)	$	(6,639)	$	13,356


	Key Shareholders’ Equity
Dollars in millions, except per share amounts (Unaudited)	Preferred Shares Outstanding (000)	Common Shares Outstanding (000)	Preferred Stock		Common Shares		Capital Surplus		Retained Earnings		Treasury Stock, at Cost		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 2021	1,396	928,850	$	1,900	$	1,257	$	6,278	$	14,553	$	(5,979)	$	(586)	$	17,423


Net income (loss)									1,523						1,523
Other comprehensive income (loss)													(5,671)		(5,671)
Deferred compensation							(6)								(6)
Cash dividends declared
Common Shares ($.585 per share)									(546)						(546)
Series D Preferred Stock ($37.50 per depositary share)									(19)						(19)
Series E Preferred Stock ($1.148400 per depositary share)									(24)						(24)
Series F Preferred Stock ($1.059400 per depositary share)									(18)						(18)
Series G Preferred Stock ($1.054700 per depositary share)									(19)						(19)

Employee equity compensation program Common Share repurchases		(1,734)									(44)				(44)
Common shares reissued (returned) for stock options and other employee benefit plans		5,822					(5)				106				101

Issuance of Series H preferred stock	600		600				(10)								590


BALANCE AT SEPTEMBER 30, 2022	1,996	932,938	$	2,500	$	1,257	$	6,257	$	15,450	$	(5,917)	$	(6,257)	$	13,290

BALANCE AT JUNE 30, 2022	1,396	932,643	$	1,900	$	1,257	$	6,241	$	15,118	$	(5,923)	$	(4,166)	$	14,427
Net income (loss)									542						542
Other comprehensive income (loss)													(2,091)		(2,091)
Deferred compensation															—
Cash dividends declared
Common Shares ($.195 per share)									(182)						(182)
Series D Preferred Stock ($12.50 per depositary share)									(7)						(7)
Series E Preferred Stock ($.382813 per depositary share)									(8)						(8)
Series F Preferred Stock ($.353125 per depositary share)									(6)						(6)
Series G Preferred Stock ($.351563 per depositary share)									(7)						(7)


Employee equity compensation program Common Share repurchases		(3)					—				—				—
Common shares reissued (returned) for stock options and other employee benefit plans		298					26				6				32
Issuance of Series H preferred stock	600		600				(10)								590

BALANCE AT SEPTEMBER 30, 2022	1,996	932,938	$	2,500	$	1,257	$	6,257	$	15,450	$	(5,917)	$	(6,257)	$	13,290

See Notes to Consolidated Financial Statements (Unaudited).

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Consolidated Statements of Cash Flows


Dollars in millions	Nine months ended September 30,
(Unaudited)	2023		2022
OPERATING ACTIVITIES
Net income (loss)	$	902	$	1,523
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for credit losses	387		237
Depreciation and amortization expense, net	106		100
Accretion of acquired loans	15		22
Increase in cash surrender value of corporate-owned life insurance	(80)		(83)
Stock-based compensation expense	90		89
Deferred income taxes (benefit)	(36)		38
Proceeds from sales of loans held for sale	6,728		9,337
Originations of loans held for sale, net of repayments	(6,556)		(7,597)
Net losses (gains) on sales of loans held for sale	(99)		(116)
Net losses (gains) on leased equipment	(6)		6
Net securities and other investments losses (gains)	7		9
Net losses (gains) on sales of fixed assets	11		(5)
Net decrease (increase) in trading account assets	(496)		(367)


Other operating activities, net	893		(309)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	1,866		2,884
INVESTING ACTIVITIES
Purchases of intangibles assets via acquisitions	—		(12)
Cash received (used) in acquisitions, net of cash acquired	—		(58)
Net decrease (increase) in short-term investments, excluding acquisitions	(5,439)		6,114
Purchases of securities available for sale	(1,178)		(4,429)
Proceeds from sales of securities available for sale	1,400		—
Proceeds from prepayments and maturities of securities available for sale	2,351		3,774
Proceeds from prepayments and maturities of held-to-maturity securities	1,046		1,891
Purchases of held-to-maturity securities	(1,179)		(2,727)
Purchases of other investments	(573)		(620)
Proceeds from sales of other investments	511		13
Proceeds from prepayments and maturities of other investments	7		9
Net decrease (increase) in loans, excluding acquisitions, sales and transfers	3,788		(14,443)
Proceeds from sales of portfolio loans	117		125
Proceeds from corporate-owned life insurance	68		60
Purchases of premises, equipment, and software	(99)		(61)
Proceeds from sales of premises and equipment	5		13
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	825		(10,351)
FINANCING ACTIVITIES
Net increase (decrease) in deposits	1,696		(7,717)
Net increase (decrease) in short-term borrowings	(5,950)		8,039
Net proceeds from issuance of long-term debt	5,240		15,601
Payments on long-term debt	(2,952)		(8,577)
Repurchases of long-term debt	(92)		—
Issuance of preferred shares	—		590
Open market common share repurchases	(38)		—
Employee equity compensation program Common Share repurchases	(34)		(44)

Net proceeds from reissuance of Common Shares	1		5
Cash dividends paid	(683)		(626)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(2,812)		7,271
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS	(121)		(196)
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD	887		913
CASH AND DUE FROM BANKS AT END OF PERIOD	$	766	$	717
Additional disclosures relative to cash flows:
Interest paid	$	2,137	$	277
Income taxes paid (refunded)	155		160
Noncash items:
Reduction of secured borrowing and related collateral	$	5	$	7
Loans transferred to portfolio from held for sale	177		57
Loans transferred to held for sale from portfolio	19		—
Loans transferred to OREO	7		5
CMBS risk retentions	—		12
ABS risk retentions	7		9

See Notes to Consolidated Financial Statements (Unaudited).

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Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation and Accounting Policies

The consolidated financial statements include the accounts of KeyCorp and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Some previously reported amounts related to derivative valuations and reserves have been reclassified from Other Income to Corporate Services Income to conform to current reporting practices.

The consolidated financial statements include any voting rights entities in which we have a controlling financial interest. In accordance with the applicable accounting guidance for consolidations, we consolidate a VIE if we have: (i) a variable interest in the entity; (ii) the power to direct activities of the VIE that most significantly affect the entity’s economic performance; and (iii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE (i.e., we are considered to be the primary beneficiary). Variable interests can include equity interests, subordinated debt, derivative contracts, leases, service agreements, guarantees, standby letters of credit, loan commitments, and other contracts, agreements, and financial instruments. See Note 11 (“Variable Interest Entities”) for information on our involvement with VIEs.

We use the equity method to account for unconsolidated investments in voting rights entities or VIEs if we have significant influence over the entity’s operating and financing decisions (usually defined as a voting or economic interest of 20% to 50%, but not controlling). Unconsolidated investments in voting rights entities or VIEs in which we have a voting or economic interest of less than 20% are carried at the cost measurement alternative or at fair value. Investments held by our registered broker-dealer and investment company subsidiaries (principal investing entities and Real Estate Capital line of business) are carried at fair value.

The unaudited consolidated interim financial statements reflect all adjustments of a normal recurring nature and disclosures that are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for the full year. The interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our 2022 Form 10-K.

In preparing these financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all shareholders and other financial statement users or filed with the SEC.

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Accounting Guidance Adopted in 2023


Standard	Date of Adoption	Description	Effect on Financial Statements or Other Significant Matters
ASU 2021-08, Business Combinations (Topic 805)	January 1, 2023 Early adoption is permitted.	At the acquisition date, an acquirer must account for any acquired revenue contracts in accordance with Topic 606 as if it had originated the contracts (i.e. measure contract assets and liabilities, generally consistent with acquiree's financial statements). The guidance should be applied on a prospective basis.	The adoption of this guidance did not have an impact on Key’s financial condition or results of operations.
ASU 2022-01, Derivatives and Hedging (Topic 815)	January 1, 2023 Early adoption is permitted.	This guidance allows entities to apply the same portfolio hedging method to both prepayable and nonprepayable financial assets. It also allows multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. If a breach is anticipated, an entity is required to partially or fully dedesignate a hedged layer or layers until a breach is no longer anticipated. There are additional requirements and enhanced disclosures related to basis adjustments. The guidance should be applied on a prospective, retrospective or modified retrospective basis depending on the amendment.	The adoption of this guidance did not have an impact on Key’s financial condition or results of operations.
ASU 2022-02, Financial Instruments —Credit Losses (Topic 326)	January 1, 2023 Early adoption is permitted	The amendments eliminate TDR guidance and instead require entities to apply the loan refinancing and restructuring guidance to determine whether a modification results in a new loan or is a continuation of an existing loan. Entities must disclose current-period gross write-offs on an amortized cost basis by credit quality indicator and class of financing receivable by year of origination. The guidance should be applied on a prospective basis except for amendments related to recognition and measurement of TDRs, where a modified retrospective transition method is optional.	As part of the adoption of this guidance, Key elected to discontinue use of a discounted cash flow (DCF) methodology and apply its portfolio-based allowance approach to non-collateral dependent modified loans. The adoption did not result in a material impact on Key’s financial condition or results of operations. Additionally, disclosures for gross charges-offs and loan modifications made to borrowers experiencing financial difficulty have been included in Note 4 (Asset Quality).
ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323)	January 1, 2023 Early adoption is permitted.	Reporting entities may elect to account for their tax equity investments, not limited to LIHTC structures, using the proportional amortization method as long as certain criteria are met. Entities must make an accounting policy election to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis. Also, LIHTC investments not accounted for using the proportional amortization method will no longer be allowed to use the delayed equity contribution guidance. Further, accounting guidance in ASC 323-740 is now only applicable to tax equity investments accounted for using the proportional amortization method. The guidance should be applied on a modified retrospective or retrospective basis.	The guidance did not have a material impact on Key’s financial condition or results of operations. Key adopted this guidance on a modified retrospective basis.

The following are additional disclosures about our significant accounting policies updated during the nine months ended September 30, 2023.

Loans

Effective January 1, 2023, we adopted the provisions of ASU 2022-02, Financial Instruments —Credit Losses (Topic

326), which eliminated the accounting for troubled debt restructurings while expanding loan modification and vintage disclosure requirements. Under this guidance we assess all loan modifications to determine whether one is granted to a borrower experiencing financial difficulty, regardless of whether the modification loan terms include a concession. Modifications granted to borrowers experiencing financial difficulty may be in the form of an interest rate reduction, payment delay, other modifications, or some combination thereof. A borrower is considered to be experiencing financial difficulty when there is significant doubt about the borrower’s ability to make required payments on the loan or to get equivalent financing from another creditor at a market rate for a similar loan.

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Prior to the adoption of ASU 2022-02, a TDR occurred when a loan to a borrower experiencing financial difficulty was restricted with a concession provided that a creditor would not otherwise consider.

Nonperforming Loans

Nonperforming loans are loans for which we do not accrue interest income and may include both commercial and consumer loans and leases, modified loans to borrowers experiencing financial difficulty, and nonaccruing TDR loans prior to the adoption of ASU 2022-02. Nonperforming loans do not include loans held for sale. Once a loan is designated nonaccrual, the interest accrued but not collected is reversed against interest income, and payments subsequently received are applied to principal until qualifying for return to accrual.

Allowance for Loan and Lease Losses

We estimate the ALLL using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The ALLL is measured on a collective (pool) basis when similar risk characteristics exist. Our portfolio segments include commercial and consumer. Each of these two segments comprises multiple loan classes. Classes are characterized by similarities in initial measurement, risk attributes, and the manner in which we monitor and assess credit risk. The commercial segment is composed of commercial and industrial, commercial real estate, and commercial lease financing loan classes. The consumer lending segment is composed of residential mortgage, home equity, consumer direct, credit card, student lending and consumer indirect loan classes.

The ALLL represents our current estimate of lifetime credit losses inherent in our loan portfolio at the balance sheet date. In determining the ALLL, we estimate expected future losses for the loan's entire contractual term adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications.

The ALLL is the sum of three components: (i) asset specific/ individual loan reserves; (ii) quantitative (formulaic or pooled) reserves; and (iii) qualitative (judgmental) reserves.

Asset Specific / Individual Component

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluation. We have elected to apply the practical expedient to measure expected credit losses of a collateral dependent asset using the fair value of the collateral, less any costs to sell, when foreclosure is not probable, when repayment of the loan is expected to be provided substantially through the operation or sale of the collateral, and the borrower is experiencing financial difficulty.

Individual reserves are determined as follows:

•For commercial non-accruing loans greater than or equal to a defined dollar threshold, individual reserves are determined based on an analysis of the present value of the loan's expected future cash flows or the fair value of the collateral less costs to sell.

•For commercial non-accruing loans below the defined dollar threshold, an established LGD percentage is multiplied by the loan balance and the results are aggregated for purposes of measuring specific reserve impairment.

•The population of individually assessed consumer loans includes loans deemed collateral dependent. These loans are written down based on the collateral's fair market value less costs to sell.

Quantitative Component

We use a non-DCF factor-based approach to estimate expected credit losses that include component PD/LGD/EAD

models as well as less complex estimation methods for smaller loan portfolios.

•PD: This component model is used to estimate the likelihood that a borrower will cease making payments as agreed. The major contributors to this are the borrower credit attributes and macro-economic trends. The objective of the PD model is to produce default likelihood forecasts based on the observed loan-level information and projected paths of macroeconomic variables.

•LGD: This component model is used to estimate the loss on a loan once a loan is in default.

•EAD: This component model estimates the loan balance at the time the borrower stops making payments. For all term loans, an amortization based formulaic approach is used for account level EAD estimates. We

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calculate EAD using a portfolio specific method in each of our revolving product portfolios. For line products that are unconditionally cancellable, the balances will either use a paydown curve or be held flat through the life of the loan.

Qualitative Component

The ALLL also includes identified qualitative factors related to idiosyncratic risk factors, changes in current economic conditions that may not be reflected in quantitatively derived results, and other relevant factors to ensure the ALLL reflects our best estimate of current expected credit losses. While our reserve methodologies strive to reflect all relevant risk factors, there continues to be uncertainty associated with, but not limited to, potential imprecision in the estimation process due to the inherent time lag of obtaining information and normal variations between estimates and actual outcomes. We provide additional reserves that are designed to provide coverage for losses attributable to such risks. The ALLL also includes factors that may not be directly measured in the determination of individual or collective reserves. Such qualitative factors may include:

•The nature and volume of the institution’s financial assets;

•The existence, growth, and effect of any concentrations of credit;

•The volume and severity of past due financial assets, the volume of nonaccrual assets, and the volume and severity of adversely classified or graded assets;

•The value of the underlying collateral for loans that are not collateral dependent;

•The institution’s lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries;

•The quality of the institution’s credit review function;

•The experience, ability, and depth of the institution’s lending, investment, collection, and other relevant management and staff;

•The effect of other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters; and

•Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the institution operates that affect the collectability of financial assets.

Income Taxes

Deferred tax assets and liabilities are determined based on temporary differences between financial statement asset and liability amounts and their respective tax bases and are measured using enacted tax laws and rates that are expected to apply in the periods in which the deferred tax assets or liabilities are expected to be realized. Deferred tax assets are also recorded for any tax attributes, such as tax credit and net operating loss carryforwards. The net balance of deferred tax assets and liabilities is reported in “Accrued income and other assets” or “Accrued expense and other liabilities” in the consolidated balance sheets, as appropriate. Subsequent changes in the tax laws require adjustment to these assets and liabilities with the cumulative effect included in the provision for income taxes for the period in which the change is enacted. A valuation allowance is recognized for a deferred tax asset if, based on the weight of available evidence, it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized.

We use the proportional amortization method for LIHTC and NMTC investments, whereby the associated investment tax credits are recognized as a reduction to tax expense. Certain federal tax credits that are nonrefundable and transferable under applicable regulations are accounted for as government grants and recorded as a reduction to the amortized cost or net investment in the applicable asset generating the credit, generally within “Accrued income and other assets” or “Loans, net of unearned income”. Amounts are amortized through depreciation or as an adjustment to yield over the estimated life of the asset. Any gain or loss on the transfer of a tax credit is recorded within “Other income”.

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2. Earnings Per Common Share

Basic earnings per share is the amount of earnings (adjusted for dividends declared on our preferred stock) available to each Common Share outstanding during the reporting periods. Diluted earnings per share is the amount of earnings available to each Common Share outstanding during the reporting periods adjusted to include the effects of potentially dilutive Common Shares. Potentially dilutive Common Shares include stock options and other stock-based awards. Potentially dilutive Common Shares are excluded from the computation of diluted earnings per share in the periods where the effect would be antidilutive.

Our basic and diluted earnings per Common Share are calculated as follows:


	Three months ended September 30,				Nine months ended September 30,
Dollars in millions, except per share amounts	2023		2022		2023		2022
EARNINGS
Income (loss) from continuing operations	$	302	$	540	$	899	$	1,517
Less: Net income (loss) attributable to noncontrolling interests	—		—		—		—
Income (loss) from continuing operations attributable to Key	302		540		899		1,517
Less: Dividends on Preferred Stock	36		27		108		80
Income (loss) from continuing operations attributable to Key common shareholders	266		513		791		1,437
Income (loss) from discontinued operations, net of taxes	1		2		3		6
Net income (loss) attributable to Key common shareholders	$	267	$	515	$	794	$	1,443
WEIGHTED-AVERAGE COMMON SHARES
Weighted-average Common Shares outstanding (000)	927,131		924,594		927,019		924,085
Effect of Common Share options and other stock awards	4,613		7,861		5,213		8,679
Weighted-average Common Shares and potential Common Shares outstanding (000) (a)	931,744		932,455		932,232		932,764
EARNINGS PER COMMON SHARE
Income (loss) from continuing operations attributable to Key common shareholders	$	.29	$	.55	$	.85	$	1.55
Income (loss) from discontinued operations, net of taxes	—		—		—		.01
Net income (loss) attributable to Key common shareholders (b)	.29		.55		.86		1.56

Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution	$	.29	$	.55	$	.85	$	1.54
Income (loss) from discontinued operations, net of taxes — assuming dilution	—		—		—		.01
Net income (loss) attributable to Key common shareholders — assuming dilution (b)	.29		.55		.85		1.55

(a)Assumes conversion of Common Share options and other stock awards and/or convertible preferred stock, as applicable.

(b)EPS may not foot due to rounding.

3. Loan Portfolio

Loan Portfolio by Portfolio Segment and Financing Receivable (a)


Dollars in millions	September 30, 2023		December 31, 2022
Commercial and industrial (b)	$	57,606	$	59,647
Commercial real estate:
Commercial mortgage	15,549		16,352
Construction	2,982		2,530
Total commercial real estate loans	18,531		18,882
Commercial lease financing (c)	3,681		3,936
Total commercial loans	79,818		82,465
Residential — prime loans:
Real estate — residential mortgage	21,309		21,401
Home equity loans	7,324		7,951
Total residential — prime loans	28,633		29,352
Consumer direct loans	6,074		6,508
Credit cards	988		1,026
Consumer indirect loans	31		43
Total consumer loans	35,726		36,929
Total loans (d)	$	115,544	$	119,394

(a)Accrued interest of $520 million and $417 million at September 30, 2023, and December 31, 2022, respectively, presented in "Accrued income and other assets" on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

(b)Loan balances include $207 million and $172 million of commercial credit card balances at September 30, 2023, and December 31, 2022, respectively.

(c)Commercial lease financing includes receivables held as collateral for a secured borrowing of $4 million and $8 million at September 30, 2023, and December 31, 2022, respectively. Principal reductions are based on the cash payments received from these related receivables. Additional information pertaining to this secured borrowing is included in Note 20 (“Long-Term Debt”) beginning on page 164 of our 2022 Form 10-K.

(d)Total loans exclude loans of $360 million at September 30, 2023, and $434 million at December 31, 2022, related to the discontinued operations of the education lending business. These amounts are included within “Discontinued assets” on the Consolidated Balance Sheet.

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4. Asset Quality

ALLL

We estimate the appropriate level of the ALLL on at least a quarterly basis. The methodology is described in Note 1 ("Summary of Significant Accounting Policies") under the heading "Allowance for Loan and Lease Losses" beginning on page 107 of our 2022 Form 10-K.

The ALLL at September 30, 2023, represents our current estimate of lifetime credit losses inherent in the loan portfolio at that date. The changes in the ALLL by loan category for the periods indicated are as follows:

Three months ended September 30, 2023:


Dollars in millions	June 30, 2023		Provision			Charge-offs		Recoveries		September 30, 2023
Commercial and Industrial	$	599	$	29		$	(62)	$	10	$	576
Commercial real estate:
Real estate — commercial mortgage	315		46			(1)		—		360
Real estate — construction	39		9			—		—		48
Total commercial real estate loans	354		55			(1)		—		408
Commercial lease financing	33		(2)			—		1		32
Total commercial loans	986		82			(63)		11		1,016
Real estate — residential mortgage	200		(20)			—		1		181
Home equity loans	96		(5)			(1)		1		91
Consumer direct loans	125		11			(14)		2		124
Credit cards	72		11			(9)		1		75
Consumer indirect loans	1		—			—		—		1
Total consumer loans	494		(3)			(24)		5		472
Total ALLL — continuing operations	1,480		79		(a)	(87)		16		1,488
Discontinued operations	18		(1)			—		—		17
Total ALLL — including discontinued operations	$	1,498	$	78		$	(87)	$	16	$	1,505

(a)Excludes a provision for losses on lending-related commitments of $2 million.

Three months ended September 30, 2022:


Dollars in millions	June 30, 2022		Provision			Charge-offs		Recoveries		September 30, 2022
Commercial and Industrial	$	503	$	52		$	(49)	$	13	$	519
Commercial real estate:
Real estate — commercial mortgage	156		13			(3)		2		168
Real estate — construction	21		1			—		—		22
Total commercial real estate loans	177		14			(3)		2		190
Commercial lease financing	29		—			—		1		30
Total commercial loans	709		66			(52)		16		739
Real estate — residential mortgage	122		15			(1)		1		137
Home equity loans	95		(3)			—		1		93
Consumer direct loans	112		4			(8)		4		112
Credit cards	59		7			(7)		2		61
Consumer indirect loans	2		(1)			—		1		2
Total consumer loans	390		22			(16)		9		405
Total ALLL — continuing operations	1,099		88		(a)	(68)		25		1,144
Discontinued operations	24		(2)			(1)		1		22
Total ALLL — including discontinued operations	$	1,123	$	86		$	(69)	$	26	$	1,166

(a)Excludes a provision for losses on lending-related commitments of $21 million.

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Nine months ended September 30, 2023:


in millions	December 31, 2022		Provision			Charge-offs		Recoveries		September 30, 2023
Commercial and Industrial	$	601	$	81		$	(139)	$	33	$	576
Commercial real estate:
Real estate — commercial mortgage	203		171			(15)		1		360
Real estate — construction	28		20			—		—		48
Total commercial real estate loans	231		191			(15)		1		408
Commercial lease financing	32		(4)			—		4		32
Total commercial loans	864		268			(154)		38		1,016
Real estate — residential mortgage	196		(17)			(1)		3		181
Home equity loans	98		(6)			(4)		3		91
Consumer direct loans	111		43			(36)		6		124
Credit cards	66		32			(27)		4		75
Consumer indirect loans	2		(1)			(1)		1		1
Total consumer loans	473		51			(69)		17		472
Total ALLL — continuing operations	1,337		319		(a)	(223)		55		1,488
Discontinued operations	21		(2)			(3)		1		17
Total ALLL — including discontinued operations	$	1,358	$	317		$	(226)	$	56	$	1,505

(a)Excludes a provision for losses on lending-related commitments of $68 million.

Nine months ended September 30, 2022:


Dollars in millions	December 31, 2021		Provision			Charge-offs		Recoveries		September 30, 2022
Commercial and Industrial	$	445	$	160		$	(118)	$	32	$	519
Commercial real estate:
Real estate — commercial mortgage	182		(8)			(10)		4		168
Real estate — construction	29		(8)			—		1		22
Total commercial real estate loans	211		(16)			(10)		5		190
Commercial lease financing	32		(2)			(2)		2		30
Total commercial loans	688		142			(130)		39		739
Real estate — residential mortgage	95		38			2		2		137
Home equity loans	110		(19)			(1)		3		93
Consumer direct loans	105		25			(25)		7		112
Credit cards	61		17			(22)		5		61
Consumer indirect loans	2		—			(2)		2		2
Total consumer loans	373		61			(48)		19		405
Total ALLL — continuing operations	1,061		203		(a)	(178)		58		1,144
Discontinued operations	28		(4)			(4)		2		22
Total ALLL — including discontinued operations	$	1,089	$	199		$	(182)	$	60	$	1,166

(a)Excludes a provision for losses on lending-related commitments of $34 million.

As described in Note 1 ("Summary of Significant Accounting Policies"), under the heading “Allowance for Loan and Lease Losses” beginning on page 107 of our 2022 Form 10-K, we estimate the ALLL using relevant available information, from internal and external sources, relating to past events, current economic and portfolio conditions, and reasonable and supportable forecasts. In our estimation of expected credit losses, we use a two year reasonable and supportable period across all products. Following this two year period in which supportable forecasts can be generated, for all modeled loan portfolios, we revert expected credit losses to a level that is consistent with our historical information by reverting the macroeconomic variables (model inputs) to their long run average. We revert to historical loss rates for less complex estimation methods for smaller portfolios. A 20-year fixed length look back period is used to calculate the long run average of the macroeconomic variables. A four quarter reversion period is used where the macroeconomic variables linearly revert to their long run average following the two year reasonable and supportable period.

We develop our reasonable and supportable forecasts using relevant data including, but not limited to, changes in economic output, unemployment rates, property values, and other factors associated with the credit losses on financial assets. Some macroeconomic variables apply to all portfolio segments, while others are more portfolio specific. The following table discloses key macroeconomic variables for each loan portfolio.

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Segment	Portfolio	Key Macroeconomic Variables (a)
Commercial	Commercial and industrial	BBB corporate bond rate (spread), fixed investment, business bankruptcies, GDP, industrial production, unemployment rate, and Producer Price Index
	Commercial real estate	Property & real estate price indices, unemployment rate, business bankruptcies, GDP, and SOFR
	Commercial lease financing	BBB corporate bond rate (spread), GDP, and unemployment rate
Consumer	Real estate — residential mortgage	GDP, home price index, unemployment rate, and 30 year mortgage rate
	Home equity	Home price index, unemployment rate, and 30 year mortgage rate
	Consumer direct	Unemployment rate and U.S. household income
	Consumer indirect	Unemployment rate
	Credit cards	Unemployment rate and U.S. household income
	Discontinued operations	Unemployment rate

(a)Variables include all transformations and interactions with other risk drivers. Additionally, variables may have varying impacts at different points in the economic cycle.

In addition to macroeconomic drivers, portfolio attributes such as remaining term, outstanding balance, risk ratings, utilization, FICO, LTV, and delinquency also drive ALLL changes. Our ALLL models were designed to capture the correlation between economic and portfolio changes. As such, evaluating shifts in individual portfolio attributes and macroeconomic variables in isolation may not be indicative of past or future performance.

Economic Outlook

As of September 30, 2023, economic uncertainty was elevated due continued inflationary pressures and high interest rates. Unemployment rates are still expected to remain at relatively low levels, but job growth is moderating. Inflation, in the United States, is starting to ease as the restrictive monetary policy and higher interest rates are making an impact. Commercial real estate values remain under pressure, with office being the most vulnerable asset class. We utilized the Moody’s August 2023 Consensus forecast as our baseline forecast to estimate our expected credit losses as of September 30, 2023. We determined such forecast to be a reasonable view of the outlook for the economy given all available information at quarter end.

The baseline scenario reflects continued resiliency, but weaknesses remain and the economy is forecasted to slow down in 2024. U.S. GDP is expected to grow at an annual rate of approximately 2% and 0.8% for 2023 and 2024, respectively. The national unemployment rate forecast is expected to reach 4.1% by the fourth quarter of 2023, and then peak at 4.7% late in 2024. The U.S. Consumer Price Index annualized rate is forecasted at 4.1% and 2.6% for 2023 and 2024, respectively. The national home price index is expected to grow approximately 1% over 2023, while the commercial real estate price index is forecasted to drop approximately 4% in 2023 and 9% over 2024.

As a result of the current economic uncertainty, our future loss estimates may vary considerably from our September 30, 2023 assumptions.

Commercial Loan Portfolio

The ALLL from continuing operations for the commercial segment increased by $30 million, or 3.0%, from June 30, 2023. The overall increase in the commercial allowance is driven by changes in portfolio activity and modest impacts from the economic outlook.

The reserves levels are reflective of the high inflationary and elevated interest rate environment. The reserve increase from the prior quarter is concentrated in the commercial real estate portfolio, and reflects changes in portfolio factors, including the impact of current economic conditions on risk ratings.

Consumer Loan Portfolio

The ALLL from continuing operations for the consumer segment decreased by $22 million, or 4.5%, from June 30, 2023. The overall decrease in the consumer allowance was driven by improvement in the economic forecast, partly offset by credit quality normalization post-pandemic.

Reserve movements largely reflect favorable changes in the economic outlook quarter-over-quarter for home prices.

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Credit Risk Profile

The prevalent risk characteristic for both commercial and consumer loans is the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Evaluation of this risk is stratified and monitored by the loan risk rating grades assigned for the commercial loan portfolios and the refreshed FICO score assigned for the consumer loan portfolios. The internal risk grades assigned to loans follow our definitions of Pass and Criticized, which are consistent with published definitions of regulatory risk classifications. Loans with a pass rating represent those loans not classified on our rating scale for credits, as minimal credit risk has been identified. Criticized loans are those loans that either have a potential weakness deserving management's close attention or have a well-defined weakness that may put full collection of contractual cash flows at risk. Borrower FICO scores provide information about the credit quality of our consumer loan portfolio as they provide an indication as to the likelihood that a debtor will repay its debts. The scores are obtained from a nationally recognized consumer rating agency and are presented in the tables below at the dates indicated.

All extensions of credit are subject to loan grading or scoring. Loan grades are assigned at the time of origination, verified by credit risk management, and periodically re-evaluated thereafter. This risk rating methodology blends our judgment with quantitative modeling. Commercial loans generally are assigned two internal risk ratings. The first rating reflects the probability that the borrower will default on an obligation; the second rating reflects expected recovery rates on the credit facility. Default probability is determined based on, among other factors, the financial strength of the borrower, an assessment of the borrower’s management, the borrower’s competitive position within its industry sector, and our view of industry risk in the context of the general economic outlook. Types of exposure, transaction structure, and collateral, including credit risk mitigants, affect the expected recovery assessment.

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Commercial Credit Exposure

Credit Risk Profile by Creditworthiness Category and Vintage (a)


As of September 30, 2023	Term Loans												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
	Amortized Cost Basis by Origination Year and Internal Risk Rating
Dollars in millions	2023		2022		2021		2020		2019		Prior						Total
Commercial and Industrial
Risk Rating:
Pass	$	3,833	$	10,563	$	6,862	$	2,774	$	2,169	$	3,791	$	24,800	$	130	$	54,922
Criticized (Accruing)	54		272		383		213		98		347		1,082		21		2,470
Criticized (Nonaccruing)	3		32		53		3		25		27		71		—		214
Total commercial and industrial	3,890		10,867		7,298		2,990		2,292		4,165		25,953		151		57,606
Current period gross write-offs	—		—		20		2		9		2		29		—		62
Real estate — commercial mortgage
Risk Rating:
Pass	815		3,862		3,334		809		1,608		2,671		1,059		66		14,224
Criticized (Accruing)	3		594		209		29		142		265		19		1		1,262
Criticized (Nonaccruing)	—		—		1		21		—		11		30		—		63
Total real estate — commercial mortgage	818		4,456		3,544		859		1,750		2,947		1,108		67		15,549
Current period gross write-offs	—		—		—		—		—		—		1		—		1
Real estate — construction
Risk Rating:
Pass	189		1,041		1,002		281		166		66		27		6		2,778
Criticized (Accruing)	6		19		67		18		41		51		—		2		204
Criticized (Nonaccruing)	—		—		—		—		—		—		—		—		—
Total real estate — construction	195		1,060		1,069		299		207		117		27		8		2,982
Current period gross write-offs	—		—		—		—		—		—		—		—		—
Commercial lease financing
Risk Rating:
Pass	433		936		629		389		341		891		—		—		3,619
Criticized (Accruing)	6		24		5		7		9		10		—		—		61
Criticized (Nonaccruing)	—		—		—		—		—		1		—		—		1
Total commercial lease financing	439		960		634		396		350		902				—		3,681
Current period gross write-offs	—		—		—		—		—		—		—		—		—
Total commercial loans	$	5,342	$	17,343	$	12,545	$	4,544	$	4,599	$	8,131	$	27,088	$	226	$	79,818
Total commercial loan current period gross write-offs	$	—	$	—	$	20	$	2	$	9	$	2	$	30	$	—	$	63


As of December 31, 2022	Term Loans												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
	Amortized Cost Basis by Origination Year and Internal Risk Rating
Dollars in millions	2022		2021		2020		2019		2018		Prior						Total
Commercial and Industrial
Risk Rating:
Pass	$	11,580	$	8,636	$	3,540	$	2,839	$	1,787	$	3,307	$	25,565	$	138	$	57,392
Criticized (Accruing)	40		357		131		160		227		205		936		25		2,081
Criticized (Nonaccruing)	34		2		5		4		22		20		87		—		174
Total commercial and industrial	11,654		8,995		3,676		3,003		2,036		3,532		26,588		163		59,647
Real estate — commercial mortgage
Risk Rating:
Pass	4,786		3,817		992		1,853		788		2,578		1,068		67		15,949
Criticized (Accruing)	6		13		20		48		73		175		47		—		382
Criticized (Nonaccruing)	—		—		1		1		1		15		3		—		21
Total real estate — commercial mortgage	4,792		3,830		1,013		1,902		862		2,768		1,118		67		16,352
Real estate — construction
Risk Rating:
Pass	698		895		445		262		107		48		1		—		2,456
Criticized (Accruing)	5		1		5		32		25		4		—		2		74
Criticized (Nonaccruing)	—		—		—		—		—		—		—		—		—
Total real estate — construction	703		896		450		294		132		52		1		2		2,530
Commercial lease financing
Risk Rating:
Pass	1,039		743		509		467		174		947		—		—		3,879
Criticized (Accruing)	15		1		9		12		9		10		—		—		56
Criticized (Nonaccruing)	—		—		—		—		—		1		—		—		1
Total commercial lease financing	1,054		744		518		479		183		958		—		—		3,936
Total commercial loans	$	18,203	$	14,465	$	5,657	$	5,678	$	3,213	$	7,310	$	27,707	$	232	$	82,465

(a)Accrued interest of $383 million and $314 million as of September 30, 2023, and December 31, 2022, respectively, presented in Other Assets on the Consolidated Balance Sheets, was excluded from the amortized cost basis disclosed in these tables.

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Consumer Credit Exposure

Credit Risk Profile by FICO Score and Vintage (a)


As of September 30, 2023	Term Loans												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
	Amortized Cost Basis by Origination Year and FICO Score
Dollars in millions	2023		2022		2021		2020		2019		Prior						Total
Real estate — residential mortgage
FICO Score:
750 and above	$	659	$	6,022	$	7,892	$	2,439	$	601	$	951	$	—	$	—	$	18,564
660 to 749	186		776		804		250		89		254		—		—		2,359
Less than 660	14		59		49		21		19		133		—		—		295
No Score	2		66		1		1		—		19		2		—		91
Total real estate — residential mortgage	861		6,923		8,746		2,711		709		1,357		2		—		21,309
Current period gross write-offs	—		—		—		—		—		—		—		—		—
Home equity loans
FICO Score:
750 and above	—		93		1,546		470		123		418		2,085		354		5,089
660 to 749	18		68		238		163		72		173		894		113		1,739
Less than 660	2		12		35		27		17		79		287		31		490
No Score	2		—		—		—		—		2		2		—		6
Total home equity loans	22		173		1,819		660		212		672		3,268		498		7,324
Current period gross write-offs	1		—		—		—		—		—		—		—		1
Consumer direct loans
FICO Score:
750 and above	168		1,220		1,501		696		294		107		97		—		4,083
660 to 749	147		391		365		186		92		54		198		—		1,433
Less than 660	19		65		64		31		17		12		57		—		265
No Score	25		37		18		13		12		16		172		—		293
Total consumer direct loans	359		1,713		1,948		926		415		189		524		—		6,074
Current period gross write-offs	—		4		2		2		1		1		4		—		14
Credit cards
FICO Score:
750 and above	—		—		—		—		—		—		480		—		480
660 to 749	—		—		—		—		—		—		400		—		400
Less than 660	—		—		—		—		—		—		107		—		107
No Score	—		—		—		—		—		—		1		—		1
Total credit cards	—		—		—		—		—		—		988		—		988
Current period gross write-offs	—		—		—		—		—		—		9		—		9
Consumer indirect loans
FICO Score:
750 and above	—		—		—		—		—		15		—		—		15
660 to 749	—		—		—		—		—		11		—		—		11
Less than 660	—		—		—		—		—		5		—		—		5
No Score	—		—		—		—		—		—		—		—		—
Total consumer indirect loans	—		—		—		—		—		31		—		—		31
Current period gross write-offs	—		—		—		—		—		—		—		—		—
Total consumer loans	$	1,242	$	8,809	$	12,513	$	4,297	$	1,336	$	2,249	$	4,782	$	498	$	35,726
Total consumer loan current period gross write-offs	$	1	$	4	$	2	$	2	$	1	$	1	$	13	$	—	$	24

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As of December 31, 2022	Term Loans												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
	Amortized Cost Basis by Origination Year and FICO Score
Dollars in millions	2022		2021		2020		2019		2018		Prior						Total
Real estate — residential mortgage
FICO Score:
750 and above	$	5,205	$	8,702	$	2,584	$	636	$	64	$	978	$	—	$	—	$	18,169
660 to 749	1,286		919		282		106		28		260		—		—		2,881
Less than 660	41		42		17		14		15		130		—		—		259
No Score	62		1		1		1		1		25		1		—		92
Total real estate — residential mortgage	6,594		9,664		2,884		757		108		1,393		1		—		21,401
Home equity loans
FICO Score:
750 and above	146		1,044		736		207		74		617		2,238		398		5,460
660 to 749	83		291		194		79		32		187		974		126		1,966
Less than 660	11		31		25		17		10		81		300		37		512
No Score	7		—		—		—		—		2		4		—		13
Total home equity loans	247		1,366		955		303		116		887		3,516		561		7,951
Consumer direct loans
FICO Score:
750 and above	1,291		1,632		811		351		45		97		102		—		4,329
660 to 749	526		434		229		120		26		41		206		—		1,582
Less than 660	58		63		32		23		7		9		57		—		249
No Score	59		32		22		11		9		22		193		—		348
Total consumer direct loans	1,934		2,161		1,094		505		87		169		558		—		6,508
Credit cards
FICO Score:
750 and above	—		—		—		—		—		—		524		—		524
660 to 749	—		—		—		—		—		—		402		—		402
Less than 660	—		—		—		—		—		—		99		—		99
No Score	—		—		—		—		—		—		1		—		1
Total credit cards	—		—		—		—		—		—		1,026		—		1,026
Consumer indirect loans
FICO Score:
750 and above	—		2		—		—		—		19		—		—		21
660 to 749	—		—		—		—		—		15		—		—		15
Less than 660	—		—		—		—		—		7		—		—		7
No Score	—		—		—		—		—		—		—		—		—
Total consumer indirect loans	—		2		—		—		—		41		—		—		43
Total consumer loans	$	8,775	$	13,193	$	4,933	$	1,565	$	311	$	2,490	$	5,101	$	561	$	36,929

(a)Accrued interest of $136 million and $103 million as of September 30, 2023, and December 31, 2022, respectively, presented in Other Assets on the Consolidated Balance Sheets, was excluded from the amortized cost basis disclosed in this table.

Nonperforming and Past Due Loans

Our policies for determining past due loans, placing loans on nonaccrual, applying payments on nonaccrual loans, and resuming accrual of interest for our commercial and consumer loan portfolios are disclosed in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Nonperforming Loans” beginning on page 106 of our 2022 Form 10-K.

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The following aging analysis of past due and current loans as of September 30, 2023, and December 31, 2022, provides further information regarding Key’s credit exposure.

Aging Analysis of Loan Portfolio(a)


As of September 30, 2023	Current (b)		30-59 Days Past Due (b)		60-89 Days Past Due (b)		90 and Greater Days Past Due (b)		Non-performing Loans		Total Past Due and Non-performing Loans (b)		Total Loans (c)
Dollars in millions
LOAN TYPE
Commercial and industrial	$	57,295	$	59	$	16	$	22	$	214	$	311	$	57,606
Commercial real estate:
Commercial mortgage	15,456		6		15		9		63		93		15,549
Construction	2,981		1		—		—		—		1		2,982
Total commercial real estate loans	18,437		7		15		9		63		94		18,531
Commercial lease financing	3,676		4		—		—		1		5		3,681
Total commercial loans	$	79,408	$	70	$	31	$	31	$	278	$	410	$	79,818
Real estate — residential mortgage	$	21,225	$	10	$	2	$	—	$	72	$	84	$	21,309
Home equity loans	7,192		22		10		3		97		132		7,324
Consumer direct loans	6,041		14		8		8		3		33		6,074
Credit cards	964		6		4		10		4		24		988
Consumer indirect loans	29		1		—		—		1		2		31
Total consumer loans	$	35,451	$	53	$	24	$	21	$	177	$	275	$	35,726
Total loans	$	114,859	$	123	$	55	$	52	$	455	$	685	$	115,544

(a)Amounts in table represent amortized cost and exclude loans held for sale.

(b)Accrued interest of $520 million presented in “Accrued income and other assets” on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

(c)Net of unearned income, net of deferred fees and costs, and unamortized discounts and premiums.


As of December 31, 2022	Current (b)		30-59 Days Past Due (b)		60-89 Days Past Due (b)		90 and Greater Days Past Due (b)		Non-performing Loans		Total Past Due and Non-performing Loans (b)		Total Loans (c)
Dollars in millions
LOAN TYPE
Commercial and industrial	$	59,366	$	43	$	33	$	31	$	174	$	281	$	59,647
Commercial real estate:
Commercial mortgage	16,305		16		2		8		21		47		16,352
Construction	2,530		—		—		—		—		—		2,530
Total commercial real estate loans	18,835		16		2		8		21		47		18,882
Commercial lease financing	3,928		3		1		3		1		8		3,936
Total commercial loans	$	82,129	$	62	$	36	$	42	$	196	$	336	$	82,465
Real estate — residential mortgage	$	21,307	$	13	$	3	$	1	$	77	$	94	$	21,401
Home equity loans	7,804		27		8		5		107		147		7,951
Consumer direct loans	6,478		15		7		5		3		30		6,508
Credit cards	1,007		5		4		7		3		19		1,026
Consumer indirect loans	42		—		—		—		1		1		43
Total consumer loans	$	36,638	$	60	$	22	$	18	$	191	$	291	$	36,929
Total loans	$	118,767	$	122	$	58	$	60	$	387	$	627	$	119,394

(a)Amounts in table represent amortized cost and exclude loans held for sale.

(b)Accrued interest of $417 million presented in “Accrued income and other assets” on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

(c)Net of unearned income, net of deferred fees and costs, and unamortized discounts and premiums.

At September 30, 2023, the approximate carrying amount of our commercial nonperforming loans outstanding represented 60% of their original contractual amount owed, total nonperforming loans outstanding represented 70% of their original contractual amount owed, and nonperforming assets in total were carried at 74% of their original contractual amount owed.

Nonperforming loans reduced expected interest income by $10 million and $26 million for the three and nine months ended September 30, 2023, respectively, and $4 million and $13 million for the three and nine months ended September 30, 2022, respectively.

The amortized cost basis of nonperforming loans on nonaccrual status for which there is no related allowance for credit losses was $265 million at September 30, 2023.

Collateral-dependent Financial Assets

We classify financial assets as collateral-dependent when our borrower is experiencing financial difficulty, and we expect repayment to be provided substantially through the operation or sale of the collateral. Our commercial loans have collateral that includes cash, accounts receivable, inventory, commercial machinery, commercial properties,

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commercial real estate construction projects, enterprise value, and stock or ownership interests in the borrowing entity. When appropriate we also consider the enterprise value of the borrower as a repayment source for collateral-dependent loans. Our consumer loans have collateral that includes residential real estate, automobiles, boats, and RVs.

At September 30, 2023 and September 30, 2022, the recorded investment of consumer residential mortgage loans in the process of foreclosure was approximately $92 million and $108 million, respectively.

There were no significant changes in the extent to which collateral secures our collateral-dependent financial assets during the three months ended September 30, 2023.

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Effective January 1, 2023 Key adopted the provision of ASU 2022-02, which eliminated the accounting for TDRs while expanding loan modification and vintage disclosure requirements. As part of our loss mitigation activities, we may agree to modify the contractual terms of a loan to a borrower experiencing financial difficulty. Our loan modifications are handled on a case-by-case basis and are negotiated to achieve mutually agreeable terms that maximize loan collectability and meet the borrower’s financial needs. Such modifications may include an extension of maturity date, interest rate reduction, an other than insignificant payment delay, other modifications, or some combination thereof. Many factors can go into what is considered an other than insignificant payment delay such as the significance of the restricted payment amount relative to the normal loan payment or the relative significance of the delay to the original loan terms. Generally, Key considers any delay in payment of greater than 90 days in the last 12 months to be significant. The ALLL for loans modified for borrowers experiencing financial difficulty is determined based on Key’s ALLL policy as described within Note 1 (“Basis of Presentation and Accounting Policies”).

Modifications for Borrowers Experiencing Financial Difficulty

Our strategy in working with commercial borrowers is to allow them time to improve their financial position through loan modification. Commercial borrowers that are rated substandard or worse in accordance with the regulatory definition, or that cannot otherwise restructure at market terms and conditions, are considered to be experiencing financial difficulty. A modification of a loan is subject to the normal underwriting standards and processes for other similar credit extensions, both new and existing. The modified loan is evaluated to determine if it is a new loan or a continuation of the prior loan.

Consumer loans in which a borrower requires a modification as a result of negative changes to their financial condition or to avoid default, generally indicate the borrower is experiencing financial difficulty. The primary modifications made to consumer loans are amortization, maturity date and interest rate changes. Consumer borrowers identified as experiencing financial difficulty are generally unable to refinance their loans through our normal origination channel or through other independent sources.

The following table shows the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty since the adoption of ASU 2022-02 on January 1, 2023, disaggregated by class of loan and type of concession granted. The table does not include those modifications that only resulted in an insignificant payment delay. The table does not include consumer loans that are still within a trial modification period. Trial modifications may be done for consumer borrowers where a trial payment plan period is offered in advance of a permanent loan modification. As of September 30, 2023, there were 115 loans totaling $17 million in a trial modification period.

Commitments outstanding to lend additional funds to borrowers experiencing financial difficulty whose loans were modified were $67 million at September 30, 2023.

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As of September 30, 2023	Interest Rate Reduction		Term Extension	Other		Combination	Total
Dollars in millions	Amortized Cost Basis			Amortized Cost Basis			Amortized Cost Basis		Amortized Cost Basis		Amortized Cost Basis		% of Total Loan Type
LOAN TYPE
Commercial and Industrial	$	—		$	158		$	46	$	31	$	235	0.41	%
Commercial real estate:
Commercial mortgage	—			7			—		—		7		0.05
Construction	—			—			—		—		—		—
Total commercial real estate loans	—			7			—		—		7		0.04
Commercial lease financing	—			—			—		—		—		—
Total commercial loans	$	—		$	165		$	46	$	31	$	242	0.30	%
Real estate — residential mortgage	1			—			—		7		8		0.04
Home equity loans	1			—			1		5		7		0.10
Consumer direct loans	—			1			—		1		2		0.03
Credit cards	—			—			—		3		3		0.30
Consumer indirect loans(a)	—			—			—		—		—		—
Total consumer loans	2			1			1		16		20		0.06
Total loans	$	2		$	166		$	47	$	47	$	262	0.23	%

(a)The amortized cost amount as of September 30, 2023, for Consumer indirect loans modified for borrowers experiencing financial difficulty totaled less than $1 million.

Combination modifications consist primarily of loans modified with both an interest rate reduction and a term extension.

Financial Effects of Modifications to Borrowers Experiencing Financial Difficulty

The following table summarizes the financial impacts of loan modifications made to specific loans during the three and nine months ended September 30, 2023.


Three months ended September 30, 2023	Weighted-average Interest Rate Change		Weighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial	0.21	%	0.85



Real estate — residential mortgage	(1.55)	%	12.24
Home equity loans	(3.71)	%	5.56
Consumer direct loans	(4.65)	%	1.32
Credit cards	(11.52)	%	0.75
Consumer indirect loans	(5.71)	%	0.85


Nine months ended September 30, 2023	Weighted-average Interest Rate Change		Weighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial	0.34	%	0.54
Commercial mortgage	—	%	1.08


Real estate — residential mortgage	(2.03)	%	7.56
Home equity loans	(4.13)	%	6.15
Consumer direct loans	(4.38)	%	0.99
Credit cards	(14.05)	%	0.75
Consumer indirect loans	(3.25)	%	0.52

Amortized Cost Basis of Modified Loans That Subsequently Defaulted

There were $3 million of Commercial and Industrial loans that were modified for borrowers experiencing financial difficulty that received combination modifications and subsequently defaulted during the three-month period ended September 30, 2023. There were $10 million of loans that were modified for borrowers experiencing financial difficulty that received modifications and subsequently defaulted during the nine-month period ended September 30, 2023.

Key closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified for borrowers experiencing financial difficulty since the adoption of ASU 2022-02 on January 1, 2023.

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As of September 30, 2023	Current		30-89 Days Past Due		90 and Greater Days Past Due		Total
Dollars in millions
LOAN TYPE
Commercial and Industrial	$	231	$	1	$	3	$	235
Commercial real estate
Commercial mortgage	7		—		—		7
Construction	—		—		—		—
Total commercial real estate loans	238		1		3		242
Commercial lease financing	—		—		—		—
Total commercial loans	238		1		3		242
Real estate — residential mortgage	8		—		—		8
Home equity loans	7		—		—		7
Consumer direct loans	2		—		—		2
Credit cards	3		—		—		3
Consumer indirect loans	—		—		—		—
Total consumer loans	$	20	$	—	$	—	$	20
Total loans	$	258	$	1	$	3	$	262

Liability for Credit Losses on Off Balance Sheet Exposures

The liability for credit losses on off balance sheet exposure is included in “accrued expense and other liabilities” on the balance sheet. This includes credit risk for recourse associated with loans sold under the Fannie Mae Delegated Underwriting and Servicing program and credit losses inherent in unfunded lending-related commitments, such as letters of credit and unfunded loan commitments, and certain financial guarantees.

Changes in the liability for credit losses for off balance sheet exposures are summarized as follows:


	Three months ended September 30,				Nine months ended September 30,
Dollars in millions	2023		2022		2023		2022



Balance at beginning of period	$	291	$	173	$	225	$	160
Provision (credit) for losses on off balance sheet exposures	2		21		68		34
Other	(3)		—		(3)		—
Balance at end of period	$	290	$	194	$	290	$	194

TDR Disclosures Prior to the Adoption of ASU 2022-02

Prior to our adoption of ASU 2022-02, we accounted for a modification to the contractual terms of a loan that resulted in granting a concession to a borrower experiencing financial difficulties as a TDR. On January 1, 2023, we adopted ASU 2022-02, which eliminated TDR accounting prospectively for all modifications occurring on or after January 1, 2023. See Note 1 (“Summary of Significant Accounting Policies”) in our 2022 Form 10-K for more information on TDR accounting and disclosure requirements and Note 1 (“Summary of Significant Accounting Policies”) under the heading “Basis of Presentation” in this report for more information on our adoption of ASU 2022-02.

Commitments outstanding to lend additional funds to borrowers whose loan terms have been modified in TDRs were $10 million at September 30, 2022.

The consumer TDR other concession category in the table below primarily includes those borrowers’ debts that are discharged through Chapter 7 bankruptcy and have not been formally re-affirmed.

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The following table shows the post-modification outstanding recorded investment by concession type for our commercial and consumer accruing and nonaccruing TDRs that occurred during the period indicated:


	Three Months Ended September 30,		Nine Months Ended September 30,
Dollars in millions	2022		2022
Commercial loans:


Extension of Maturity Date	$	40	$	40
Payment or Covenant Modification/Deferment	—		1
Bankruptcy Plan Modification	—		—
Increase in new commitment or new money	—		—
Total	$	40	$	41
Consumer loans:
Interest rate reduction	$	5	$	10

Other	4		17
Total	$	9	$	27
Total TDRs	$	49	$	68

The following table summarizes the change in the post-modification outstanding recorded investment of our accruing and nonaccruing TDRs during the period indicated:


	Three Months Ended September 30,		Nine Months Ended September 30,
Dollars in millions	2022		2022
Balance at beginning of the period	$	216	$	220
Additions	48		70
Payments	(10)		(34)
Charge-offs	—		(2)
Balance at end of period	$	254	$	254

A further breakdown of TDRs included in nonperforming loans by loan category for the period indicated are as follows:


	September 30, 2022
		Number of Loans		Pre-modification Outstanding Recorded Investment		Post-modification Outstanding Recorded Investment
Dollars in millions
LOAN TYPE
Nonperforming:
Commercial and industrial		$	37	$	64	$	52
Commercial real estate:
Commercial mortgage		4		50		23
Total commercial real estate loans		4		50		23
Total commercial loans		41		114		75
Real estate — residential mortgage		234		29		26
Home equity loans		478		32		28
Consumer direct loans		180		2		2
Credit cards		343		2		2
Consumer indirect loans		17		2		1
Total consumer loans		1,252		67		59
Total nonperforming TDRs		1,293		181		134
Prior-year accruing:(a)
Commercial and industrial		17		1		—
Commercial real estate
Commercial mortgage		—		—		—
Total commercial real estate loans		—		—		—
Total commercial loans		17		1		—
Real estate — residential mortgage		443		41		35
Home equity loans		1,563		97		74
Consumer direct loans		257		4		3
Credit cards		595		4		2
Consumer indirect loans		107		12		6
Total consumer loans		2,965		158		120
Total prior-year accruing TDRs		2,982		159		120
Total TDRs		$	4,275	$	340	$	254

(a)All TDRs that were restructured prior to January 1, 2022 are fully accruing.

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Commercial loan TDRs are considered defaulted when principal and interest payments are 90 days past due. Consumer loan TDRs are considered defaulted when principal and interest payments are more than 60 days past due. During the three months ended September 30, 2022, there were two commercial loan TDR and 56 consumer loan TDRs with a combined recorded investment of $1 million that experienced payment defaults after modifications resulting in TDR status during 2021.

During the nine months ended September 30, 2022, there were seven commercial loan TDRs and 146 consumer loan TDRs with a combined recorded investment of $11 million that experienced payment defaults after modifications resulting in TDR status during 2021.

5. Fair Value Measurements

In accordance with GAAP, Key measures certain assets and liabilities at fair value. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants in our principal market. Additional information regarding our accounting policies for determining fair value is provided in Note 6 (“Fair Value Measurements”) and Note 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements” of our 2022 Form 10-K.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are measured at fair value on a recurring basis in accordance with GAAP. For more information on the valuation techniques used to measure classes of assets and liabilities reported at fair value on a recurring basis as well as the classification of each in the valuation hierarchy, refer to Note 6 (“Fair Value Measurements” in our 2022 Form 10-K. The following tables present these assets and liabilities at September 30, 2023, and December 31, 2022.


	September 30, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Dollars in millions
ASSETS MEASURED ON A RECURRING BASIS



Trading account assets:
U.S. Treasury, agencies and corporations	$	—	$	959	$	—	$	959	$	—	$	698	$	—	$	698
States and political subdivisions	—		91		—		91		—		33		—		33

Other mortgage-backed securities	—		259		—		259		—		84		—		84
Other securities	—		13		—		13		—		—		—		—
Total trading account securities	—		1,322		—		1,322		—		815		—		815
Commercial loans	—		3		—		3		—		14		—		14
Total trading account assets	—		1,325		—		1,325		—		829		—		829
Securities available for sale:
U.S. Treasury, agencies and corporations	—		9,031		—		9,031		—		9,415		—		9,415
States and political subdivisions	—		—		—		—		—		—		—		—
Agency residential collateralized mortgage obligations	—		14,660		—		14,660		—		16,433		—		16,433
Agency residential mortgage-backed securities	—		3,485		—		3,485		—		3,920		—		3,920
Agency commercial mortgage-backed securities	—		8,663		—		8,663		—		9,349		—		9,349
Other securities	—		—		—		—		—		—		—		—
Total securities available for sale	$	—	$	35,839	$	—	$	35,839	$	—	$	39,117	$	—	$	39,117
Other investments:
Principal investments:
Direct	$	—	$	—	$	1	$	1	$	—	$	—	$	1	$	1
Indirect (measured at NAV) (a)	—		—		—		17		—		—		—		34
Total principal investments	—		—		1		18		—		—		1		35
Equity investments:
Direct	—		—		2		2		4		—		2		6
Direct (measured at NAV) (a)	—		—		—		36		—		—		—		32
Indirect (measured at NAV) (a)	—		—		—		4		—		—		—		4
Total equity investments	—		—		2		42		4		—		2		42
Total other investments	—		—		3		60		4		—		3		77
Loans, net of unearned income (residential)	—		—		9		9		—		—		9		9
Loans held for sale (residential)	—		112		—		112		—		24		—		24
Derivative assets:
Interest rate	—		189		1		190		—		301		2		303
Foreign exchange	106		21		—		127		112		23		—		136
Commodity	—		891		—		891		—		1,328		—		1,328
Credit	—		—		—		—		—		—		1		1
Other	—		14		—		14		—		13		—		13
Derivative assets	106		1,115		1		1,222		112		1,666		3		1,781
Netting adjustments (b)	—		—		—		(800)		—		—		—		(757)
Total derivative assets	106		1,115		1		422		112		1,666		3		1,024

Total assets on a recurring basis at fair value	$	106	$	38,391	$	13	$	37,767	$	116	$	41,636	$	15	$	41,080
LIABILITIES MEASURED ON A RECURRING BASIS
Bank notes and other short-term borrowings:
Short positions	$	8	$	712	$	—	$	720	$	126	$	509	$	—	$	635
Derivative liabilities:
Interest rate	—		1,570		—		1,570		—		1,307		—		1,307
Foreign exchange	88		21		—		109		107		24		—		131
Commodity	—		870		—		870		—		1,304		—		1,304
Credit	—		3		—		3		—		—		3		3
Other	—		7		1		8		—		5		—		5
Derivative liabilities	88		2,471		1		2,560		107		2,640		3		2,750
Netting adjustments (b)	—		—		—		(846)		—		—		—		(1,262)
Total derivative liabilities	88		2,471		1		1,714		107		2,640		3		1,488

Total liabilities on a recurring basis at fair value	$	96	$	3,183	$	1	$	2,434	$	233	$	3,149	$	3	$	2,123

(a)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.

(b)Netting adjustments represent the amounts recorded to convert our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The net basis takes into account the impact of bilateral collateral and master netting agreements that allow us to settle all derivative contracts with a single counterparty on a net basis and to offset the net derivative position with the related cash collateral. Total derivative assets and liabilities include these netting adjustments.

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The following table presents the fair value of our direct and indirect principal investments and related unfunded commitments at September 30, 2023, as well as financial support provided for the three and nine months ended September 30, 2023, and September 30, 2022.


					Financial support provided
					Three months ended September 30,								Nine months ended September 30,
	September 30, 2023				2023				2022					2023				2022
Dollars in millions	Fair Value		Unfunded Commit-ments		Funded Commit-ments		Funded Other		Funded Commit-ments		Funded Other			Funded Commit-ments		Funded Other		Funded Commit-ments		Funded Other
INVESTMENT TYPE
Direct investments	$	1	$	—	$	—	$	—	$	—	$	—		$	—	$	—	$	—	$	—
Indirect investments (measured at NAV) (a)	17		1		—		—		—		—			—		—		—		—
Total	$	18	$	1	$	—	$	—	$	—	$	—		$	—	$	—	$	—	$	—

(a) Our indirect investments consist of buyout funds, venture capital funds, and fund of funds. These investments are generally not redeemable. Instead, distributions are received through the liquidation of the underlying investments of the fund. An investment in any one of these funds typically can be sold only with the approval of the fund’s general partners. At September 30, 2023, no significant liquidation of the underlying investments has been communicated to Key. The purpose of funding our capital commitments to these investments is to allow the funds to make additional follow-on investments and pay fund expenses until the fund dissolves. We, and all other investors in the fund, are obligated to fund the full amount of our respective capital commitments to the fund based on our and their respective ownership percentages, as noted in the applicable Limited Partnership Agreement.

Changes in Level 3 Fair Value Measurements

The following table shows the components of the change in the fair values of our Level 3 financial instruments measured at fair value on a recurring basis for the three and nine months ended September 30, 2023, and September 30, 2022.


Dollars in millions	Beginning of Period Balance		Gains (Losses) Included in Other Comprehensive Income		Gains (Losses) Included in Earnings			Purchases		Sales		Settlements		Transfers Other		Transfers into Level 3			Transfers out of Level 3			End of Period Balance		Unrealized Gains (Losses) Included in Earnings
Nine months ended September 30, 2023




Other investments
Principal investments
Direct (a)	$	1	$	—	$	—		$	—	$	—	$	—	$	—	$	—		$	—		$	1	$	—
Other indirect	—		—		—			—		—		—		—		—			—			—		—
Equity investments
Direct (a)	2		—		—			—		—		—		—		—			—			2		—

Loans, net of unearned income (residential)	9		—		—			—		—		—		—		—			—			9		—
Derivative instruments (b)
Interest rate	2		—		(23)		(c)	18		1		—		—		(3)		(d)	6		(d)	1		—
Credit	(2)		—		—		(c)	—		2		—		—		—			—			—		—
Other (e)	—		—		—		(c)	—		—		—		—		—			(1)			(1)		—
Three months ended September 30, 2023




Other investments
Principal investments
Direct (a)	$	1	$	—	$	—		$	—	$	—	$	—	$	—	$	—		$	—		$	1	$	—
Other indirect	—		—		—			—		—		—		—		—			—			—		—
Equity investments
Direct (a)	2		—		—			—		—		—		—		—			—			2		—

Loans, net of unearned income (residential)	9		—		—			—		—		—		—		—			—			9		—
Derivative instruments (b)
Interest rate	5		—		(6)		(c)	—		—		—		—		—		(d)	2		(d)	1		—
Credit	—		—		—		(c)	—		—		—		—		—			—			—		—
Other (e)	1		—		—		(c)	—		—		—		(2)		—			—			(1)		—

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Dollars in millions	Beginning of Period Balance		Gains (Losses) Included in Other Comprehensive Income		Gains (Losses) Included in Earnings			Purchases		Sales		Settlements		Transfers Other		Transfers into Level 3			Transfers out of Level 3			End of Period Balance		Unrealized Gains (Losses) Included in Earnings
Nine months ended September 30, 2022




Other investments
Principal investments
Direct (a)	$	1	$	—	$	—		$	—	$	—	$	—	$	—	$	—		$	—		$	1	$	—
Equity investments
Direct (a)	9		—		(3)			—		(4)		—		—		—			—			2		(3)

Loans, net of unearned income (residential)	11		—		(2)			—		(1)		—		1		—			—			9		—
Derivative instruments (b)
Interest rate	33		—		(71)		(c)	1		(2)		—		—		35		(d)	(4)		(d)	(8)		—
Credit	(6)		—		2		(c)	—				—		—		—						(4)		—
Other (e)	5		—		—		(c)	—		—		—		(8)		—			—			(3)		—
Three months ended September 30, 2022




Other investments
Principal investments
Direct (a)	$	1	$	—	$	—		$	—	$	—	$	—	$	—	$	—		$	—		$	1	$	—
Equity investments
Direct (a)	6				—			—		(4)		—		—		—			—			2		(1)

Loans, net of unearned income (residential)	11		—		(1)			—		(1)		—		—		—			—			9		—
Derivative instruments (b)
Interest rate	(3)		—		(16)		(c)	(3)		—						5		(d)	9		(d)	(8)		—
Credit	(3)		—		—		(c)	—		—		—		(1)		—			—			(4)		—
Other (e)	1		—		1		(c)	—				—		(5)		—			—			(3)		—

(a)Realized and unrealized gains and losses on principal investments and other equity investments are reported in “other income” on the income statement.

(b)Amounts represent Level 3 derivative assets less Level 3 derivative liabilities.

(c)Realized and unrealized gains and losses on derivative instruments are reported in “corporate services income” and “other income” on the income statement.

(d)Certain instruments previously classified as Level 2 were transferred to Level 3 because Level 3 unobservable inputs became significant. Certain derivatives previously classified as Level 3 were transferred to Level 2 because Level 3 unobservable inputs became less significant.

(e)Amounts represent Level 3 interest rate lock commitments.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis in accordance with GAAP. The adjustments to fair value generally result from the application of accounting guidance that requires assets and liabilities to be recorded at the lower of cost or fair value, or assessed for impairment. For more information on the valuation techniques used to measure classes of assets and liabilities measured at fair value on a nonrecurring basis, refer to Note 6 (“Fair Value Measurements”) in our 2022 Form 10-K. There were no liabilities measured at fair value on a nonrecurring basis at September 30, 2023, and December 31, 2022.

The following table presents our assets measured at fair value on a nonrecurring basis at September 30, 2023, and December 31, 2022:


	September 30, 2023								December 31, 2022
Dollars in millions	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
ASSETS MEASURED ON A NONRECURRING BASIS
Collateral-dependent loans	$	—	$	—	$	40	$	40	$	—	$	—	$	17	$	17


Accrued income and other assets	—		—		16		16		—		—		14		14
Total assets on a nonrecurring basis at fair value	$	—	$	—	$	56	$	56	$	—	$	—	$	31	$	31

We have other investments in equity securities that do not have readily determinable fair values and do not qualify for the practical expedient to measure the investment using a net asset value per share. We have elected to measure these securities at cost less impairment plus or minus adjustments due to observable orderly transactions. Impairment is recorded when there is evidence that the expected fair value of the investment has declined to below the recorded cost. At each reporting period, we assess if these investments continue to qualify for this measurement alternative. At September 30, 2023, and December 31, 2022, the carrying amount of equity investments under this method was $324 million and $249 million, respectively. No impairment was recorded for the three months ended September 30, 2023.

Quantitative Information about Level 3 Fair Value Measurements

The range and weighted-average of the significant unobservable inputs used to fair value our material Level 3

recurring and nonrecurring assets at September 30, 2023, and December 31, 2022, along with the valuation

techniques used, are shown in the following table:

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	Level 3 Asset (Liability)				Valuation Technique	Significant Unobservable Input	Range (Weighted-Average) (a), (b)
Dollars in millions	September 30, 2023		December 31, 2022				September 30, 2023	December 31, 2022
Recurring















Loans, net of unearned income (residential)	$	9	$	9	Market comparable pricing	Comparability factor	62.91 - 85.00% (72.23%)	61.00-86.58% (72.21%)
Derivative instruments:
Interest rate	1		2		Discounted cash flows	Probability of default	.02 - 100% (33.70%)	.02 - 100% (8.00%)

						Loss given default	0 - 1 (.500)	0 - 1 (.492)







Insignificant level 3 assets, net of liabilities(c)	2		1
Nonrecurring
Collateral-dependent loans	40		17		Fair value of collateral	Discount rate	0 - 10.00% (4.00%)	0 - 85.00% (34.00%)


Accrued income and other assets:

OREO and other Level 3 assets (d)	16		14		Appraised value	Appraised value	N/M	N/M

(a)The weighted average of significant unobservable inputs is calculated using a weighting relative to fair value.

(b)For significant unobservable inputs with no range, a single figure is reported to denote the single quantitative factor used.

(c)Represents the aggregate amount of Level 3 assets and liabilities measured at fair value on a recurring basis that are individually and in the aggregate insignificant. The amount includes certain equity investments and certain financial derivative assets and liabilities.

(d)Excludes amounts pertaining to mortgage servicing assets. No mortgage servicing assets required nonrecurring valuation adjustments as of September 30, 2023, and December 31, 2022. Refer to Note 8 (“Mortgage Servicing Assets”) for significant unobservable inputs pertaining to these assets.

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Fair Value Disclosures of Financial Instruments

The Levels in the fair value hierarchy ascribed to our financial instruments and the related carrying amounts at September 30, 2023, and December 31, 2022, are shown in the following tables. Assets and liabilities are further arranged by measurement category.


	September 30, 2023
			Fair Value
Dollars in millions	Carrying Amount		Level 1		Level 2		Level 3		Measured at NAV		Netting Adjustment			Total
ASSETS (by measurement category)
Fair value - net income
Trading account assets (b)	$	1,325	$	—	$	1,325	$	—	$	—	$	—		$	1,325
Other investments (b)	1,356		—		—		1,299		57		—			1,356
Loans, net of unearned income (residential) (d)	9		—		—		9		—		—			9
Loans held for sale (residential) (b)	112		—		112		—		—		—			112
Derivative assets - trading (b)	404		106		1,080		2		—		(784)		(f)	404
Fair value - OCI
Securities available for sale (b)	35,839		—		35,839		—		—		—			35,839
Derivative assets - hedging (b)(g)	18		—		34		—		—		(16)		(f)	18
Amortized cost
Held-to-maturity securities (c)	8,853		—		8,044		—		—		—			8,044
Loans, net of unearned income (d)	114,047		—		—		108,500		—		—			108,500
Loans held for sale (b)	618		—		—		618		—		—			618
Other

Cash and other short-term investments (a)	8,637		8,637		—		—		—		—			8,637
LIABILITIES (by measurement category)
Fair value - net income
Derivative liabilities - trading (b)	$	1,714	$	88	$	2,464	$	1	$	—	$	(839)	(f)	$	1,714
Fair value - OCI
Derivative liabilities - hedging (b)(g)	—		—		7		—		—		(7)		(f)	—
Amortized cost
Time deposits (e)	14,381		—		14,510		—		—		—			14,510
Short-term borrowings (a)	3,513		8		3,505		—		—		—			3,513
Long-term debt (e)	21,303		11,488		8,706		—		—		—			20,194
Other
Deposits with no stated maturity (a)	129,910		—		129,910		—		—		—			129,910


	December 31, 2022
			Fair Value
Dollars in millions	Carrying Amount		Level 1		Level 2		Level 3		Measured at NAV		Netting Adjustment			Total
ASSETS (by measurement category)
Fair value - net income
Trading account assets (b)	$	829	$	—	$	829	$	—	$	—	$	—		$	829
Other investments (b)	1,308		4		—		1,234		70		—			1,308
Loans, net of unearned income (residential) (d)	9		—		—		9		—		—			9
Loans held for sale (residential) (b)	24		—		24		—		—		—			24
Derivative assets - trading (b)	927		$	112	1,552		3		—		(740)		(f)	927
Fair value - OCI
Securities available for sale (b)	39,117		—		39,117		—		—		—			39,117
Derivative assets - hedging (b)(g)	97		—		114		—		—		(17)		(f)	97
Amortized cost
Held-to-maturity securities (c)	8,710		—		8,113		—		—		—			8,113
Loans, net of unearned income (d)	118,048		—		—		112,590		—		—			112,590
Loans held for sale (b)	939		—		—		939		—		—			939
Other

Cash and other short-term investments (a)	3,319		3,319		—		—		—		—			3,319
LIABILITIES (by measurement category)
Fair value - net income
Derivative liabilities - trading (b)	$	1,485	$	107	$	2,637	$	3	$	—	$	(1,262)	(f)	$	1,485
Fair value - OCI
Derivative liabilities - hedging (b)(g)	3		—		3		—		—		—		(f)	3
Amortized cost
Time deposits (e)	7,373		—		7,392		—		—		—			7,392
Short-term borrowings (a)	9,463		126		9,337		—		—		—			9,463
Long-term debt (e)	19,307		12,196		6,685		—		—		—			18,881
Other
Deposits with no stated maturity (a)	135,222		—		135,222		—		—		—			135,222

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Valuation Methods and Assumptions

(a)Fair value equals or approximates carrying amount. The fair value of deposits with no stated maturity does not take into consideration the value ascribed to core deposit intangibles.

(b)Information pertaining to our methodology for measuring the fair values of these assets and liabilities is included in the sections entitled “Qualitative Disclosures of Valuation Techniques” and “Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis” within our 2022 Form 10-K Note 6 (“Fair Value Measurements”). Investments accounted for under the cost method (or cost less impairment adjusted for observable price changes for certain equity investments) are classified as Level 3 assets. These investments are not actively traded in an open market as sales for these types of investments are rare. The carrying amount of the investments carried at cost are adjusted for declines in value if they are considered to be other-than-temporary (or due to observable orderly transactions of the same issuer for equity investments eligible for the cost less impairment measurement alternative). These adjustments are included in “other income” on the income statement.

(c)Fair values of held-to-maturity securities are determined by using models that are based on security-specific details, as well as relevant industry and economic factors. The most significant of these inputs are quoted market prices, interest rate spreads on relevant benchmark securities, and certain prepayment assumptions. We review the valuations derived from the models to ensure that they are reasonable and consistent with the values placed on similar securities traded in the secondary markets.

(d)The fair value of loans is based on the present value of the expected cash flows. The projected cash flows are based on the contractual terms of the loans, adjusted for prepayments and use of a discount rate based on the relative risk of the cash flows, taking into account the loan type, maturity of the loan, liquidity risk, servicing costs, and a required return on debt and capital. In addition, an incremental liquidity discount is applied to certain loans, using historical sales of loans during periods of similar economic conditions as a benchmark. The fair value of loans includes lease financing receivables at their aggregate carrying amount, which is equivalent to their fair value.

(e)Fair values of time deposits and long-term debt classified as Level 2 are based on discounted cash flows utilizing relevant market inputs.

(f)Netting adjustments represent the amounts recorded to convert our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The net basis takes into account the impact of bilateral collateral and master netting agreements that allow us to settle all derivative contracts with a single counterparty on a net basis and to offset the net derivative position with the related cash collateral. Total derivative assets and liabilities include these netting adjustments.

(g)Derivative assets-hedging and derivative liabilities-hedging includes both cash flow and fair value hedges. Additional information regarding our accounting policies for cash flow and fair value hedges is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Derivatives and Hedging” beginning on page 111 of our 2022 Form 10-K.

Discontinued assets — education lending business. Our discontinued assets include government-guaranteed and private education loans originated through our education lending business that was discontinued in September 2009. This portfolio consists of loans recorded at carrying value with appropriate valuation reserves. All of these loans were excluded from the table above as follows:

•Loans at carrying value, net of allowance, of $360 million ($304 million at fair value) at September 30, 2023, and $434 million ($357 million at fair value) at December 31, 2022.

These loans and securities are classified as Level 3 because we rely on unobservable inputs when determining fair value since observable market data is not available.

6. Securities

The amortized cost, unrealized gains and losses, and approximate fair value of our securities available for sale and held-to-maturity securities are presented in the following tables. Gross unrealized gains and losses represent the difference between the amortized cost and the fair value of securities on the balance sheet as of the dates indicated. Accordingly, the amount of these gains and losses may change in the future as market conditions change.


	September 30, 2023								December 31, 2022
Dollars in millions	Amortized Cost (a)		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost (b)		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
SECURITIES AVAILABLE FOR SALE
U.S. Treasury, agencies, and corporations	$	9,466	$	—	$	435	$	9,031	$	10,044	$	—	$	629	$	9,415

Agency residential collateralized mortgage obligations	18,822		—		4,162		14,660		20,180		—		3,747		16,433
Agency residential mortgage-backed securities	4,294		—		809		3,485		4,616		—		696		3,920
Agency commercial mortgage-backed securities	10,363		—		1,700		8,663		10,712		2		1,365		9,349
Other securities	—		—		—		—		—		—		—		—
Total securities available for sale	$	42,945	$	—	$	7,106	$	35,839	$	45,552	$	2	$	6,437	$	39,117

HELD-TO-MATURITY SECURITIES


Agency residential collateralized mortgage obligations	$	5,280	$	1	$	449	$	4,832	$	4,586	$	5	$	283	$	4,308
Agency residential mortgage-backed securities	168		—		23		145		181		—		16		165
Agency commercial mortgage-backed securities	2,511		—		294		2,217		2,522		1		208		2,315
Asset-backed securities (c)	879		—		43		836		1,407		—		96		1,311
Other securities	15		—		1		14		14		—		—		14
Total held-to-maturity securities	$	8,853	$	1	810		$	8,044	$	8,710	$	6	$	603	$	8,113

(a)Amortized cost amounts exclude accrued interest receivable which is recorded within Other Assets on the balance sheet. At September 30, 2023, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $63 million and $25 million, respectively.

(b)Amortized cost amounts exclude accrued interest receivable which is recorded within Other Assets on the balance sheet. At December 31, 2022, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $67 million and $88 million, respectively.

(c)Consists primarily of $871 million of securities as of September 30, 2023, and $1.4 billion of securities as of December 31, 2022, related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans.

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The following table summarizes securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of September 30, 2023, and December 31, 2022.


	Duration of Unrealized Loss Position
	Less than 12 Months					12 Months or Longer					Total
Dollars in millions	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
September 30, 2023
Securities available for sale:
U.S Treasury, agencies, and corporations	$	—	$	—		$	9,031	$	435		$	9,031	$	435

Agency residential collateralized mortgage obligations	2		—			14,658		4,162			14,660		4,162
Agency residential mortgage-backed securities	26		1			3,459		808			3,485		809
Agency commercial mortgage-backed securities	834		106			7,829		1,594			8,663		1,700

Held-to-maturity securities:


Agency residential collateralized mortgage obligations	1,855		79			2,790		370			4,645		449
Agency residential mortgage-backed securities	—		—			145		23			145		23
Agency commercial mortgage-backed securities	164		6			2,054		288			2,218		294
Asset-backed securities	—		—			836		43			836		43
Other securities	5		—		(a)	9		1			14		1
Total securities in an unrealized loss position	$	2,886	$	192		$	40,811	$	7,724		$	43,697	$	7,916
December 31, 2022
Securities available for sale:
U.S. Treasury, agencies, and corporations	$	494	$	48		$	8,920	$	581		$	9,414	$	629

Agency residential collateralized mortgage obligations	3,114		377			13,317		3,370			16,431		3,747
Agency residential mortgage-backed securities	579		31			3,338		665			3,917		696
Agency commercial mortgage-backed securities	4,511		282			4,791		1,083			9,302		1,365

Held-to-maturity securities:


Agency residential collateralized mortgage obligations	2,659		178			726		105			3,385		283
Agency residential mortgage-backed securities	165		16			—		—			165		16
Agency commercial mortgage-backed securities	2,243		208			—		—			2,243		208
Asset-backed securities	1		—		(b)	1,309		96			1,310		96
Other securities	10		—		(b)	4		—		(b)	14		—
Total securities in an unrealized loss position	$	13,776	$	1,140		$	32,405	$	5,900		$	46,181	$	7,040

(a)At September 30, 2023, gross unrealized losses totaled less than $1 million for other securities held-to-maturity with a loss duration of less than 12 months.

(b)At December 31, 2022, gross unrealized losses totaled less than $1 million for asset-back securities and other securities held-to-maturity with a loss duration of less than 12 months. At December 31, 2022, gross unrealized losses totaled less than $1 million for agency residential mortgage-backed securities held-to-maturity with a loss duration of 12 months or longer.

Based on our evaluation at September 30, 2023, an allowance for credit losses has not been recorded nor have unrealized losses been recognized into income. The issuers of the securities are of high credit quality and have a history of no credit losses, management does not intend to sell, and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely attributed to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments.

At September 30, 2023, securities available for sale and held-to-maturity securities totaling $37.8 billion were pledged to secure securities sold under repurchase agreements, to secure public and trust deposits, to facilitate access to secured funding, and for other purposes required or permitted by law.

The following table shows our securities by remaining maturity. CMOs, other mortgage-backed securities, and asset-backed securities in the available for sale portfolio and held-to-maturity portfolio are presented based on their expected average lives. The remaining securities, in both the available-for-sale and held-to-maturity portfolios, are presented based on their remaining contractual maturity. Actual maturities may differ from expected or contractual maturities since borrowers have the right to prepay obligations with or without prepayment penalties.


September 30, 2023	Securities Available for Sale				Held to Maturity Securities
Dollars in millions	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	5,468	$	5,283	$	895	$	852
Due after one through five years	10,534		9,479		4,034		3,705
Due after five through ten years	18,634		14,964		2,628		2,329
Due after ten years	8,309		6,113		1,296		1,158
Total	$	42,945	$	35,839	$	8,853	$	8,044

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7. Derivatives and Hedging Activities

We are a party to various derivative instruments, mainly through our subsidiary, KeyBank. The primary derivatives that we use are interest rate swaps, caps, floors, forwards, and futures; foreign exchange contracts; commodity derivatives; and credit derivatives. Generally, these instruments help us manage exposure to interest rate risk, mitigate the credit risk inherent in our loan portfolio, hedge against changes in foreign currency exchange rates, and facilitate client financing and hedging needs.

At September 30, 2023, after taking into account the effects of bilateral collateral and master netting agreements, we had $18 million of derivative assets and less than $1 million of derivative liabilities that relate to contracts designated as hedging instruments. As a result of bilateral collateral and master netting agreements, which are applied at the counterparty level, we could have derivative contracts with negative fair values included in derivative assets and contracts with positive fair values included in derivative liabilities related to counterparties with which we have both hedging and trading derivatives. As of the same date, after taking into account the effects of bilateral collateral and master netting agreements and a reserve for potential future losses, we had derivative assets of $404 million and derivative liabilities of $1.7 billion that were not designated as hedging instruments. These positions are primarily comprised of derivative contracts entered into for client accommodation purposes.

Additional information regarding our accounting policies for derivatives is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Derivatives and Hedging” beginning on page 111 of our 2022 Form 10-K. Our derivative strategies and related risk management objectives are described in Note 8 (“Derivatives and Hedging Activities”) beginning on page 137 of our 2022 Form 10-K.

Fair Values, Volume of Activity, and Gain/Loss Information Related to Derivative Instruments

The following table summarizes the fair values of our derivative instruments on a gross and net basis as of September 30, 2023, and December 31, 2022. Total derivative assets and liabilities are adjusted to take into account the impact of legally enforceable master netting agreements that allow us to settle all derivative contracts with a single counterparty on a net basis and to offset the net derivative position with the related cash collateral. Securities collateral related to legally enforceable master netting agreements is not offset on the balance sheet. Our derivative instruments are included in “accrued income and other assets” or “accrued expenses and other liabilities” on the Consolidated Balance Sheets, as follows:


	September 30, 2023						December 31, 2022
			Fair Value(a)						Fair Value(a)
Dollars in millions	Notional Amount(e)		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives designated as hedging instruments:
Interest rate	$	53,962	$	34	$	7	$	41,200	$	114	$	3


Derivatives not designated as hedging instruments:
Interest rate	90,689		156		1,563		80,772		189		1,304
Foreign exchange	6,941		127		109		9,507		136		131
Commodity	14,749		891		870		16,176		1,328		1,304
Credit	159		—		3		95		1		3
Other (b)	2,034		14		8		940		13		5
Total derivatives not designated as hedging instruments:	114,572		1,188		2,553		107,490		1,667		2,747
Netting adjustments (c)	—		(800)		(846)		—		(757)		(1,262)
Net derivatives in the balance sheet	168,534		422		1,714		148,690		1,024		1,488
Other collateral (d)	—		(2)		(5)		—		—		(5)
Net derivative amounts	$	168,534	$	420	$	1,709	$	148,690	$	1,024	$	1,483

(a)We take into account bilateral collateral and master netting agreements that allow us to settle all derivative contracts held with a single counterparty on a net basis, and to offset the net derivative position with the related cash collateral when recognizing derivative assets and liabilities. As a result, we could have derivative contracts with negative fair values included in derivative assets and contracts with positive fair values included in derivative liabilities.

(b)Other derivatives include interest rate lock commitments related to our residential and commercial banking activities, forward sale commitments related to our residential mortgage banking activities, forward purchase and sales contracts consisting of contractual commitments associated with “to be announced” securities and when-issued securities, and other customized derivative contracts.

(c)Netting adjustments represent the amounts recorded to convert our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. As of September 30, 2023, excess collateral that has not been offset against net derivative instrument positions totaled $168 million of cash collateral and $323 million of securities collateral posted as well as $34 million of cash collateral and $91 million of securities collateral held.

(d)Other collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The other collateral consists of securities and is exchanged under bilateral collateral and master netting agreements that allow us to offset the net derivative position with the related collateral. The application of the other collateral cannot reduce the net derivative position below zero. Therefore, excess other collateral, if any, is not reflected above.

(e)Notional values as of September 30, 2023 reflect the impact of LIBOR transition and include $3.5 billion of short-dated LIBOR swaps which will mature prior to December 31, 2023

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Fair value hedges. During the nine months ended September 30, 2023, we did not exclude any portion of fair value hedging instruments from the assessment of hedge effectiveness.

The following tables summarize the amounts that were recorded on the balance sheet as of September 30, 2023, and December 31, 2022, related to cumulative basis adjustments for fair value hedges.


	September 30, 2023
Dollars in millions	Balance sheet line item in which the hedge item is included	Carrying amount of hedged item (a)		Hedge accounting basis adjustment (b)
Interest rate contracts	Long-term debt	$	9,575	$	(779)
Interest rate contracts	Securities Available for Sale(c)	8,169		126



	December 31, 2022
	Balance sheet line item in which the hedge item is included	Carrying amount of hedged item (a)		Hedge accounting basis adjustment (b)
Interest rate contracts	Long-term debt	$	10,411	$	(552)
Interest rate contracts	Securities Available for Sale(c)	405		48

(a)The carrying amount represents the portion of the asset or liability designated as the hedged item.

(b)Basis adjustments related to de-designated hedged items that no longer qualify as fair value hedges reduced the hedge accounting basis adjustment by $6 million and $6 million at September 30, 2023, and December 31, 2022, respectively.

(c)Certain amounts are designed as fair value hedges under the portfolio layer method. The carrying amount represents the amortized costs basis of the prepayable financial assets used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the relationship. At September 30, 2023, and December 31, 2022, the amortized costs of the closed portfolios in these hedging relationships was $13 billion and $708 million, of which $7 billion and $405 million were designated in a portfolio layer hedging relationship. At September 30, 2023, and December 31, 2022, the cumulative basis adjustments associated with these amounts totaled $104 million and $48 million.

Cash flow hedges. During the nine-month period ended September 30, 2023, we did not exclude any portion of cash flow hedging instruments from the assessment of hedge effectiveness.

Considering the interest rates, yield curves, and notional amounts as of September 30, 2023, we expect to reclassify an estimated $588 million of after-tax net losses on derivative instruments designated as cash flow hedges from AOCI to income during the next 12 months. In addition, we expect to reclassify approximately $4 million of net losses related to terminated cash flow hedges from AOCI to income during the next 12 months. These reclassified amounts could differ from actual amounts recognized due to changes in interest rates, hedge de-designations and the addition of other hedges subsequent to September 30, 2023. As of September 30, 2023, the maximum length of time over which we hedge forecasted transactions is 4.27 years.

Additionally, refer to Note 22 (“Subsequent Events”) within this report for information regarding a subsequent event related to the termination of certain hedges.

The following tables summarize the effect of fair value and cash flow hedge accounting on the income statement for the three- and nine-month periods ended September 30, 2023, and September 30, 2022.


	Location and amount of net gains (losses) recognized in income on fair value and cash flow hedging relationships
Dollars in millions	Interest expense – long-term debt		Interest income – loans		Interest Income - securities		Investment banking and debt placement fees
Three months ended September 30, 2023
Total amounts presented in the consolidated statement of income	$	(351)	$	1,593	$	192	$	141

Net gains (losses) on fair value hedging relationships
Interest contracts
Recognized on hedged items	$	3	$	—	$	(54)	$	—
Recognized on derivatives designated as hedging instruments	(54)		—		63		—
Net income (expense) recognized on fair value hedges	$	(51)	$	—	$	9	$	—
Net gain (loss) on cash flow hedging relationships
Interest contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income	$	—	$	(248)	$	—	$	2
Net income (expense) recognized on cash flow hedges	$	—	$	(248)	$	—	$	2

Three months ended September 30, 2022
Total amounts presented in the consolidated statement of income	$	(146)	$	1,134	$	196	$	154

Net gains (losses) on fair value hedging relationships
Interest contracts
Recognized on hedged items	$	359	$	—	$	(14)	$	—
Recognized on derivatives designated as hedging instruments	(367)		—		16		—
Net income (expense) recognized on fair value hedges	$	(8)	$	—	$	2	$	—
Net gain (loss) on cash flow hedging relationships
Interest contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income	$	(1)	$	(66)	$	—	$	2

Net income (expense) recognized on cash flow hedges	$	(1)	$	(66)	$	—	$	2

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	Location and amount of net gains (losses) recognized in income on fair value and cash flow hedging relationships
Dollars in millions	Interest expense – long-term debt		Interest income – loans		Interest Income - Securities		Investment banking and debt placement fees
Nine months ended September 30, 2023
Total amounts presented in the consolidated statement of income	$	(975)	$	4,645	$	580	$	406

Net gains (losses) on fair value hedging relationships
Interest contracts
Recognized on hedged items	$	226	$	—	$	(72)	$	—
Recognized on derivatives designated as hedging instruments	(374)		—		93		—
Net income (expense) recognized on fair value hedges	$	(148)	$	—	$	21	$	—
Net gain (loss) on cash flow hedging relationships
Interest contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income	$	(1)	$	(708)	$	—	$	3
Net income (expense) recognized on cash flow hedges	$	(1)	$	(708)	$	—	$	3

Nine months ended September 30, 2022
Total amounts presented in the consolidated statement of income	$	(256)	$	2,894	$	557	$	466

Net gains (losses) on fair value hedging relationships
Interest contracts
Recognized on hedged items	$	744	$	—	$	(341)	$	—
Recognized on derivatives designated as hedging instruments	(710)		—		350		—
Net income (expense) recognized on fair value hedges	$	34	$	—	$	9	$	—
Net gain (loss) on cash flow hedging relationships
Interest contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income	$	(3)	$	16	$	—	$	9

Net income (expense) recognized on cash flow hedges	$	(3)	$	16	$	—	$	9

The following tables summarize the pre-tax net gains (losses) on our cash flow hedges for the three- and nine-month periods ended September 30, 2023, and September 30, 2022, and where they are recorded on the income statement. The table includes net gains (losses) recognized in OCI during the period and net gains (losses) reclassified from OCI into income during the current period.


Dollars in millions	Net Gains (Losses) Recognized in OCI		Income Statement Location of Net Gains (Losses) Reclassified From OCI Into Income	Net Gains (Losses) Reclassified From OCI Into Income
Three months ended September 30, 2023
Cash Flow Hedges
Interest rate	$	(228)	Interest income — Loans	$	(248)
Interest rate	12		Interest expense — Long-term debt	—
Interest rate	5		Investment banking and debt placement fees	2


Total	$	(211)		$	(246)
Three months ended September 30, 2022
Cash Flow Hedges
Interest rate	$	(709)	Interest income — Loans	$	(66)
Interest rate	3		Interest expense — Long-term debt	(1)
Interest rate	—		Investment banking and debt placement fees	2


Total	$	(706)		$	(65)


Dollars in millions	Net Gains (Losses) Recognized in OCI		Income Statement Location of Net Gains (Losses) Reclassified From OCI Into Income	Net Gains (Losses) Reclassified From OCI Into Income(a)
Nine months ended September 30, 2023
Cash Flow Hedges
Interest rate	$	(584)	Interest income — Loans	$	(708)
Interest rate	8		Interest expense — Long-term debt	(1)
Interest rate	5		Investment banking and debt placement fees	3


Total	$	(571)		$	(706)
Nine months ended September 30, 2022
Cash Flow Hedges
Interest rate	$	(1,620)	Interest income — Loans	$	16
Interest rate	7		Interest expense — Long-term debt	(3)
Interest rate	12		Investment banking and debt placement fees	9


Total	$	(1,601)		$	22

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Nonhedging instruments

The following table summarizes the pre-tax net gains (losses) on our derivatives that are not designated as hedging instruments for the three- and nine-month periods ended September 30, 2023, and September 30, 2022, and where they are recorded on the income statement.


	Three months ended September 30, 2023								Three months ended September 30, 2022
Dollars in millions	Corporate services income		Consumer mortgage income		Other income		Total			Corporate services income		Consumer mortgage income		Other income		Total
NET GAINS (LOSSES)
Interest rate	$	8	$	—	$	1	$	9		$	11	$	—	$	(2)	$	9
Foreign exchange	13		—		—		13			12		—		—		12
Commodity	5		—		—		5			5		—		—		5
Credit	—		—		(12)		(12)			—		—		(17)		(17)
Other	—		1		6		7			—		4		30		34
Total net gains (losses)	$	26	$	1	$	(6)	$	23		$	28	$	4	$	11	$	43


	Nine months ended September 30, 2023								Nine months ended September 30, 2022
Dollars in millions	Corporate services income		Consumer mortgage income		Other income		Total			Corporate services income		Consumer mortgage income		Other income		Total
NET GAINS (LOSSES)
Interest rate	$	33	$	—	$	—	$	33		$	37	$	—	$	6	$	43
Foreign exchange	39		—		—		39			37		—		—		37
Commodity	19		—		—		19			13		—		—		13
Credit	2		—		(43)		(41)			1		—		(32)		(31)
Other	—		4		2		6			—		2		14		16
Total net gains (losses)	$	93	$	4	$	(41)	$	56		$	88	$	2	$	(12)	$	78

Counterparty Credit Risk

We hold collateral in the form of cash and highly rated securities issued by the U.S. Treasury, government-sponsored enterprises, or GNMA. Cash collateral of $239 million was netted against derivative assets on the balance sheet at September 30, 2023, compared to $10 million of cash collateral netted against derivative assets at December 31, 2022. The cash collateral netted against derivative liabilities totaled $285 million at September 30, 2023, and $626 million at December 31, 2022. Our means of mitigating and managing exposure to credit risk on derivative contracts is described in Note 8 (“Derivatives and Hedging Activities”) beginning on page 137 of our 2022 Form 10-K under the heading “Counterparty Credit Risk.”

The following table summarizes the fair value of our derivative assets by type at the dates indicated. These assets represent our gross exposure to potential loss after taking into account the effects of bilateral collateral and master netting agreements and other means used to mitigate risk.


Dollars in millions	September 30, 2023		December 31, 2022
Interest rate	$	126	$	136
Foreign exchange	58		67
Commodity	463		820
Credit	—		—
Other	14		11
Derivative assets before collateral	661		1,034
Plus(Less): Related collateral	(239)		(10)
Total derivative assets	$	422	$	1,024

We enter into derivative transactions with two primary groups: broker-dealers and banks, and clients. Given that these groups have different economic characteristics, we have different methods for managing counterparty credit exposure and credit risk.

We enter into transactions with broker-dealers and banks for various risk management purposes. These types of

transactions are primarily high dollar volume. We enter into bilateral collateral and master netting agreements with

these counterparties. We clear certain types of derivative transactions with these counterparties, whereby central

clearing organizations become the counterparties to our derivative contracts. In addition, we enter into derivative

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contracts through swap execution facilities. Swap clearing and swap execution facilities reduce our exposure to

counterparty credit risk. At September 30, 2023, we had gross exposure of $474 million to broker-dealers and banks. We had net exposure of $32 million after the application of master netting agreements and cash collateral, where such qualifying agreements exist.

We enter into transactions using master netting agreements with clients to accommodate their business needs. In

most cases, we mitigate our credit exposure by cross-collateralizing these transactions to the underlying loan collateral. For transactions that are not clearable, we mitigate our market risk by buying and selling U.S. Treasuries and Eurodollar futures or entering into offsetting positions. Due to the cross-collateralization to the underlying loan, we typically do not exchange cash or marketable securities collateral in connection with these transactions. To address the risk of default associated with these contracts, we have established a CVA reserve (included in

“accrued income and other assets”) in the amount of $6 million at September 30, 2023. The CVA is calculated from

potential future exposures, expected recovery rates, and market-implied probabilities of default. At September 30, 2023, we had gross exposure of $470 million to client counterparties and other entities that are not broker-dealers or banks for derivatives that have associated master netting agreements. We had net exposure of $391 million on our derivatives with these counterparties after the application of master netting agreements, collateral, and the related reserve.

Credit Derivatives

We are a buyer and, under limited circumstances, may be a seller of credit protection through the credit derivative market. We purchase credit derivatives to manage the credit risk associated with specific commercial lending and swap obligations as well as exposures to debt securities. Our credit derivative portfolio was in a net liability position of $3 million as of September 30, 2023, and $2 million as of December 31, 2022. Our credit derivative portfolio consists of traded credit default swap indices and risk participation agreements. Additional descriptions of our credit derivatives are provided in Note 8 (“Derivatives and Hedging Activities”) beginning on page 137 of our 2022 Form 10-K under the heading “Credit Derivatives.”

The following table provides information on the types of credit derivatives sold by us and held on the balance sheet at September 30, 2023, and December 31, 2022. The notional amount represents the amount that the seller could

be required to pay. The payment/performance risk shown in the table represents a weighted average of the default

probabilities for all reference entities in the respective portfolios. These default probabilities are implied from

observed credit indices in the credit default swap market, which are mapped to reference entities based on Key’s

internal risk rating.


	September 30, 2023					December 31, 2022
Dollars in millions	Notional Amount(a)		Average Term (Years)	Payment / Performance Risk		Notional Amount		Average Term (Years)	Payment / Performance Risk

Other	$	—	4.06	2.47	%	$	1	15.17	5.10	%
Total credit derivatives sold	$	—	—	—		$	1	—	—

(a)Notional amounts as of September 30, 2023 totaled less than $1 million

Credit Risk Contingent Features

We have entered into certain derivative contracts that require us to post collateral to the counterparties when these contracts are in a net liability position. The amount of collateral to be posted is based on the amount of the net liability and thresholds generally related to our long-term senior unsecured credit ratings with Moody’s and S&P. Collateral requirements also are based on minimum transfer amounts, which are specific to each Credit Support Annex (a component of the ISDA Master Agreement) that we have signed with the counterparties. In a limited number of instances, counterparties have the right to terminate their ISDA Master Agreements with us if our ratings fall below a certain level, usually investment-grade level (i.e., “Baa3” for Moody’s and “BBB-” for S&P). At September 30, 2023, KeyBank’s rating was “A3” with Moody’s and “BBB+” with S&P, and KeyCorp’s rating was “Baa1” with Moody’s and “BBB” with S&P. Refer to the table below for the aggregate fair value of all derivative contracts with credit risk contingent features held by KeyBank that were in a net liability position.


Dollars in millions	September 30, 2023		December 31, 2022


Net derivative liabilities with credit-risk contingent features	$	(263)	$	(612)
Collateral posted	255		534

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As of September 30, 2023, and December 31, 2022, the fair value of additional collateral that could be required to be posted as a result of the credit risk related contingent features being triggered was immaterial to Key’s consolidated financial statements. There were no derivative contracts with credit risk contingent features held by KeyCorp at September 30, 2023.

8. Mortgage Servicing Assets

We originate and periodically sell commercial and residential mortgage loans but continue to service those loans for the buyers. We also may purchase the right to service commercial mortgage loans from other lenders. We record a servicing asset if we purchase or retain the right to service loans in exchange for servicing fees that exceed the going market servicing rate and are considered more than adequate compensation for servicing. Additional information pertaining to the accounting for mortgage and other servicing assets is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Servicing Assets” beginning on page 112 of our 2022 Form 10-K.

Commercial

Changes in the carrying amount of commercial mortgage servicing assets are summarized as follows:


	Three months ended September 30,				Nine months ended September 30,
Dollars in millions	2023		2022		2023		2022
Balance at beginning of period	$	627	$	647	$	653	$	634
Servicing retained from loan sales	40		26		66		78
Purchases	8		9		18		32
Amortization	(30)		(31)		(92)		(93)
Temporary (impairments) recoveries	—		—		—		—
Balance at end of period	$	645	$	651	$	645	$	651
Fair value at end of period	$	871	$	942	$	871	$	942

The fair value of commercial mortgage servicing assets is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation uses a number of assumptions that are based on current market conditions. The range and weighted average of the significant unobservable inputs used to determine the fair value of our commercial mortgage servicing assets at September 30, 2023, and September 30, 2022, along with the valuation techniques, are shown in the following table:


Dollars in millions		September 30, 2023						September 30, 2022
Valuation Technique	Significant Unobservable Input	Range				Weighted Average		Range				Weighted Average

Discounted cash flow	Expected defaults	1.00	%	2.00	%	1.01	%	0.98	%	2.00	%	1.08	%
	Residual cash flows discount rate	7.44	%	10.50	%	10.13	%	8.43	%	10.17	%	9.52	%
	Escrow earn rate	5.48	%	5.61	%	5.49	%	3.69	%	3.97	%	3.87	%

	Loan assumption rate	—	%	2.13	%	1.96	%	—	%	1.50	%	1.19	%

If these economic assumptions change or prove incorrect, the fair value of commercial mortgage servicing assets may also change. Expected credit losses, escrow earning rates, and discount rates are critical to the valuation of commercial mortgage servicing assets. Estimates of these assumptions are based on how a market participant would view the respective rates, and reflect historical data associated with the commercial mortgage loans, industry trends, and other considerations. Actual rates may differ from those estimated due to changes in a variety of economic factors. A decrease in the value assigned to the escrow earning rates would cause a decrease in the fair value of our commercial mortgage servicing assets. An increase in the assumed default rates of commercial mortgage loans or an increase in the assigned discount rates would cause a decrease in the fair value of our commercial mortgage servicing assets. Prepayment activity on commercial serviced loans does not significantly affect the valuation of our commercial mortgage servicing assets. Unlike residential mortgages, commercial mortgages experience significantly lower prepayments due to certain contractual restrictions affecting the borrower’s ability to prepay the mortgage.

The amortization of commercial servicing assets is determined in proportion to, and over the period of, the estimated net servicing income. The amortization of commercial servicing assets for each period, as shown in the table at the beginning of this note, is recorded as a reduction to contractual fee income. The contractual fee income from servicing commercial mortgage loans totaled $234 million for the nine-month period ended September 30, 2023, and $219 million for the nine-month period ended September 30, 2022. This fee income was offset by $92 million of amortization for the nine-month period ended September 30, 2023, and $93 million for the nine-month

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period ended September 30, 2022. Both the contractual fee income and the amortization are recorded, net, in “commercial mortgage servicing fees” on the income statement.

Residential

Changes in the carrying amount of residential mortgage servicing assets are summarized as follows:


	Three months ended September 30,				Nine months ended September 30,
Dollars in millions	2023		2022		2023		2022
Balance at beginning of period	$	106	$	104	$	106	$	93
Servicing retained from loan sales	4		4		8		21
Purchases	—		—		—		—
Amortization	(3)		(3)		(7)		(10)
Temporary (impairments) recoveries	—		—		—		1
Balance at end of period	$	107	$	105	$	107	$	105
Fair value at end of period	$	137	$	127	$	137	$	127

The fair value of mortgage servicing assets is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation uses a number of assumptions that are based on current market conditions. The range and weighted-average of the significant unobservable inputs used to fair value our mortgage servicing assets at September 30, 2023, and September 30, 2022, along with the valuation techniques, are shown in the following table:


		September 30, 2023									September 30, 2022
Valuation Technique	Significant Unobservable Input	Range						Weighted Average			Range						Weighted Average

Discounted cash flow	Prepayment speed	5.24		%	36.95		%	6.87		%	7.05		%	44.74		%	8.09		%
	Discount rate	6.50		%	8.75		%	6.59		%	7.50		%	8.53		%	7.53		%
	Servicing cost	$	70.00		$	4,332		$	74.70		$	62.00		$	4,375		$	66.59

If these economic assumptions change or prove incorrect, the fair value of residential mortgage servicing assets may also change. Prepayment speed, discount rates, and servicing cost are critical to the valuation of residential mortgage servicing assets. Estimates of these assumptions are based on how a market participant would view the respective rates and reflect historical data associated with the residential mortgage loans, industry trends, and other considerations. Actual rates may differ from those estimated due to changes in a variety of economic factors. An

increase in the prepayment speed would cause a decrease in the fair value of our residential mortgage servicing

assets. An increase in the assigned discount rates and servicing cost assumptions would cause a decrease in the

fair value of our residential mortgage servicing assets.

The amortization of servicing assets for September 30, 2023, as shown in the table above, is recorded as a reduction to contractual fee income. The contractual fee income from servicing residential mortgage loans totaled $25 million for the nine-month period ended September 30, 2023, and $27 million for the nine-month period ended September 30, 2022. This fee income was offset by $7 million of amortization for the nine-month period ended September 30, 2023, and $10 million for the nine-month period ended September 30, 2022. Both the contractual fee income and the amortization are recorded, net, in “consumer mortgage income” on the income statement.

9. Leases

As a lessee, we enter into leases of land, buildings, and equipment. Our real estate leases primarily relate to bank branches and office space. The leases of equipment principally relate to technology assets for data processing and data storage. As a lessor, we primarily provide financing through our equipment leasing business. For more information on our leasing activity, see Note 10 (“Leases”) beginning on page 145 of our 2022 Form 10-K.

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Lessor Equipment Leasing

Leases may have fixed or floating rate terms. Variable payments are based on an index or other specified rate and are included in rental payments. Certain leases contain an option to extend the lease term or the option to terminate at the discretion of the lessee. Under certain conditions, lease agreements may also contain the option for a lessee to purchase the underlying asset.

Interest income from sales-type and direct financing leases is recognized in "interest income — loans" on the income statement. Income related to operating leases is recognized in “operating lease income and other leasing gains” on the income statement. The components of equipment leasing income are summarized in the table below:


	Three months ended September 30,				Nine months ended September 30,
Dollars in millions	2023		2022		2023		2022

Sales-type and direct financing leases
Interest income on lease receivable	$	19	$	16	$	58	$	47
Interest income related to accretion of unguaranteed residual asset	3		3		10		11
Interest income on deferred fees and costs	2		—		2		—
Total sales-type and direct financing lease income	$	24	$	19	$	70	$	58
Operating leases
Operating lease income related to lease payments	$	19	$	25	$	65	$	81
Other operating leasing gains	3		(6)		5		(2)
Total operating lease income and other leasing gains	22		19		70		79
Total lease income	$	46	$	38	$	140	$	137

10. Goodwill

Our annual goodwill impairment testing is performed as of October 1 each year, or more frequently as events occur or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. A quantitative or qualitative testing approach may be used. Additional information pertaining to our accounting policy for goodwill and other intangible assets is summarized in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Goodwill and Other Intangible Assets” beginning on page 112 of our 2022 Form 10-K.

The carrying amount of goodwill by reporting segment are presented in the following table:


Dollars in millions	Consumer Bank		Commercial Bank		Total


BALANCE AT SEPTEMBER 30, 2022	$	1,819	$	933	$	2,752


BALANCE AT DECEMBER 31, 2022	$	1,819	$	933	$	2,752


BALANCE AT SEPTEMBER 30, 2023	$	1,819	$	933	$	2,752

11. Variable Interest Entities

Our significant VIEs are summarized below. Additional information pertaining to the criteria used in determining if an entity is a VIE is included in Note 13 (“Variable Interest Entities”) beginning on page 149 of our 2022 Form 10-K.

LIHTC and NMTC investments. We had $2.1 billion and $1.9 billion of investments in LIHTC operating partnerships at September 30, 2023, and December 31, 2022, respectively. These investments are recorded in “accrued income and other assets” on our Consolidated Balance Sheets. We do not have any loss reserves recorded related to these investments because we believe the likelihood of any loss to be remote. For all legally binding, unfunded equity commitments, we increase our recognized investment and recognize a liability. As of September 30, 2023, and December 31, 2022, we had liabilities of $1.1 billion and $957 million, respectively, related to investments in qualified affordable housing projects, which are recorded in “accrued expenses and other liabilities” on our Consolidated Balance Sheets. We continue to invest in these LIHTC operating partnerships.

The assets and liabilities presented in the table below convey the size of KCDC’s direct and indirect investments at September 30, 2023, and December 31, 2022. As these investments represent unconsolidated VIEs, the assets and liabilities of the investments themselves are not recorded on our Consolidated Balance Sheets. Additional information pertaining to our LIHTC investments is included in Note 13 (“Variable Interest Entities”) beginning on page 149 of our 2022 Form 10-K.

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	Unconsolidated VIEs
Dollars in millions	Total Assets		Total Liabilities		Maximum Exposure to Loss
September 30, 2023
LIHTC investments	$	8,758	$	3,839	$	2,565
December 31, 2022
LIHTC investments	$	8,227	$	3,091	$	2,370

We had $31 million and $12 million in NMTC investments at September 30, 2023 and December 31, 2022, respectively. These investments are recorded in “accrued income and other assets” on our Consolidated Balance Sheets.

We amortize our LIHTC and NMTC investments over the period that we expect to receive the tax benefits. During the nine months ended September 30, 2023, we recognized $163 million of amortization, $151 million of tax credits and $39 million of other tax benefits associated with these investments within “income taxes” on our income statement. During the nine months ended September 30, 2022, we recognized $142 million of amortization, $138 million of tax credits and $34 million of other tax benefits associated with these investments within “income taxes” on our income statement.

Principal investments. Our maximum exposure to loss associated with indirect principal investments consists of the investments’ fair value plus any unfunded equity commitments. The fair value of our indirect principal investments totaled $17 million and $34 million at September 30, 2023, and December 31, 2022, respectively. These investments are recorded in “other investments” on our Consolidated Balance Sheets. The table below reflects the size of the private equity funds in which we were invested as well as our maximum exposure to loss in connection with these investments at September 30, 2023, and December 31, 2022.


	Unconsolidated VIEs
Dollars in millions	Total Assets		Total Liabilities		Maximum Exposure to Loss
September 30, 2023
Indirect investments	$	2,723	$	74	$	18
December 31, 2022
Indirect investments	$	6,636	$	90	$	43

Through our principal investing entities, we have formed and funded operating entities that provide management and other related services to our investment company funds, which directly invest in portfolio companies. These entities had no assets at September 30, 2023, and December 31, 2022, that can be used to settle the entities’ obligations. The entities had no liabilities at September 30, 2023, and December 31, 2022, and other equity investors have no recourse to our general credit.

Additional information on our indirect and direct principal investments is provided in Note 6 (“Fair Value Measurements”) beginning on page 125 and in Note 13 (“Variable Interest Entities “) beginning on page 149 of our 2022 Form 10-K.

Other unconsolidated VIEs. We are involved with other various entities in the normal course of business which we have determined to be VIEs. We have determined that we are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact their economic performance or hold a variable interest that could potentially be significant. The table below shows our assets and liabilities associated with these unconsolidated VIEs at September 30, 2023, and December 31, 2022. These assets are recorded in “accrued income and other assets,” “other investments,” “securities available for sale,” “held-to-maturity securities,” and “loans, net of unearned income” on our Consolidated Balance Sheets. Of the total balance as of September 30, 2023, $871 million related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans. Additional information pertaining to our other unconsolidated VIEs is included in Note 13 (“Variable Interest Entities“) under the heading “Other unconsolidated VIEs” on page 151 of our 2022 Form 10-K.

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	Other unconsolidated VIEs
Dollars in millions	Total Assets		Total Liabilities
September 30, 2023
Other unconsolidated VIEs	$	1,291	$	1
December 31, 2022
Other unconsolidated VIEs	$	1,798	$	1

12. Income Taxes

Income Tax Provision

In accordance with the applicable accounting guidance, the principal method established for computing the provision for income taxes in interim periods requires us to make our best estimate of the effective tax rate expected to be applicable for the full year. This estimated effective tax rate is then applied to interim consolidated pre-tax operating income to determine the interim provision for income taxes.

The effective tax rate, which is the provision for income taxes as a percentage of income before income taxes, was 17.8% for the third quarter of 2023 and 18.7% for the third quarter of 2022. The effective tax rates are less than our combined federal and state statutory tax rate of 23.9%, primarily due to income from investments in tax-advantaged assets such as corporate-owned life insurance and tax credits associated with low-income housing investments.

Deferred Taxes

At September 30, 2023, we had a net deferred tax asset of $2.2 billion, compared to a net deferred tax asset of $2.0 billion at December 31, 2022, which are included in “accrued income and other assets” on the balance sheet. The deferred tax asset is primarily related to market fluctuations in the investment security portfolio accounted for in other comprehensive income.

To determine the amount of deferred tax assets that are more likely than not to be realized, and therefore recorded, we conduct a quarterly assessment of all available evidence. This evidence includes, but is not limited to, taxable income in prior periods, projected future taxable income, and projected future reversals of deferred tax items. These assessments involve a degree of subjectivity and may undergo change. Based on these criteria, we had a valuation allowance of $12 million at September 30, 2023, and $11 million at December 31, 2022. The valuation allowance is associated with federal and state capital loss carryforwards.

Unrecognized Tax Benefits

At September 30, 2023, Key’s unrecognized tax benefits were $45 million. As permitted under the applicable accounting guidance for income taxes, it is our policy to recognize interest and penalties related to unrecognized tax benefits in “income tax expense.”

Pre-1988 Bank Reserves Acquired in a Business Combination

Retained earnings of KeyBank included approximately $92 million of allocated bad debt deductions for which no income taxes have been recorded. Under current federal law, these reserves are subject to recapture into taxable income if KeyBank, or any successor, fails to maintain its bank status under the Internal Revenue Code or makes non-dividend distributions or distributions greater than its accumulated earnings and profits. No deferred tax liability has been established as these events are not expected to occur in the foreseeable future.

13. Acquisitions and Discontinued Operations

Acquisitions

GradFin. On May 2, 2022, KeyBank acquired GradFin, a public service loan forgiveness counseling provider. The acquisition was accounted for as a business combination. Consideration paid totaled $72 million consisting of $62 million in cash and $10 million in contingent consideration. As a result of the acquisition, we recognized goodwill of $58 million and other intangible assets of $12 million, with remaining assets acquired consisting primarily of cash. Other acquired assets and liabilities of GradFin were immaterial. The valuation was final as of September 30, 2022.

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Discontinued operations

Discontinued operations primarily includes our government-guaranteed and private education lending business. At September 30, 2023, and December 31, 2022, approximately $360 million and $434 million, respectively, of education loans are included in discontinued assets on the Consolidated Balance Sheets. Net interest income after provision for credit losses for this business is not material and is included in income (loss) from discontinued operations, net of taxes on the Consolidated Statements of Income.

14. Securities Financing Activities

Additional information regarding our securities financing activities, including risk management activities, is provided in Note 1 (“Summary of Significant Accounting Policies”) beginning on page 105 our 2022 Form 10-K and Note 16 (“Securities Financing Activities”) beginning on page 154 of our 2022 Form 10-K.

The following table summarizes our securities financing agreements at September 30, 2023, and December 31, 2022:


	September 30, 2023								December 31, 2022
Dollars in millions	Gross Amount Presented in Balance Sheet		Netting Adjustments (a)		Collateral (b)		Net Amounts		Gross Amount Presented in Balance Sheet		Netting Adjustments (a)		Collateral (b)		Net Amounts
Offsetting of financial assets:
Reverse repurchase agreements	$	3	$	(2)	$	(1)	$	—	$	8	$	(8)	$	—	$	—
Securities borrowed	—		—		—		—		—		—		—		—
Total	$	3	$	(2)	$	(1)	$	—	$	8	$	(8)	$	—	$	—

Offsetting of financial liabilities:
Repurchase agreements (c)	$	43	$	(2)	$	(41)	$	—	$	71	$	(8)	$	(63)	$	—
Total	$	43	$	(2)	$	(41)	$	—	$	71	$	(8)	$	(63)	$	—

(a)Netting adjustments take into account the impact of master netting agreements that allow us to settle with a single counterparty on a net basis.

(b)These adjustments take into account the impact of bilateral collateral agreements that allow us to offset the net positions with the related collateral. The application of collateral cannot reduce the net position below zero. Therefore, excess collateral, if any, is not reflected above.

(c)Repurchase agreements are collateralized by mortgage-backed securities and U.S. Treasuries and are contracted on an overnight or continuous basis.

As of September 30, 2023, assets pledged as collateral against repurchase agreements totaled $43 million. Assets pledged as collateral are reported in “securities available for sale” and “held-to-maturity securities” on the Consolidated Balance Sheets. At September 30, 2023, the liabilities associated with collateral pledged were solely comprised of customer sweep financing activity and had a carrying value of $41 million. The collateral pledged under customer sweep repurchase agreements is posted to a third-party custodian and cannot be sold or repledged by the secured party. The risk related to a decline in the market value of collateral pledged is minimal given the collateral's high credit quality and the overnight duration of the repurchase agreements.

15. Employee Benefits

Pension Plans

The components of net pension cost (benefit) for all funded and unfunded plans are recorded in Other expense and are summarized in the following table. For more information on our Pension Plans and Other Postretirement Benefit Plans, see Note 18 (“Employee Benefits”) beginning on page 157 of our 2022 Form 10-K.


	Three months ended September 30,				Nine months ended September 30,
Dollars in millions	2023		2022		2023		2022
Interest cost on PBO	$	11	$	7	$	33	$	20
Expected return on plan assets	(11)		(7)		(32)		(20)
Amortization of losses	3		4		8		11
Settlement loss	—		—		—		—
Net pension cost	$	3	$	4	$	9	$	11

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16. Trust Preferred Securities Issued by Unconsolidated Subsidiaries

We own the outstanding common stock of business trusts formed by us that issued corporation-obligated, mandatorily redeemable, trust preferred securities. The trusts used the proceeds from the issuance of their trust preferred securities and common stock to buy debentures issued by KeyCorp. These debentures are the trusts’ only assets; the interest payments from the debentures finance the distributions paid on the mandatorily redeemable trust preferred securities. The outstanding common stock of these business trusts is recorded in Other investments on the Consolidated Balance Sheets. We unconditionally guarantee the following payments or distributions on behalf of the trusts:

•required distributions on the trust preferred securities;

•the redemption price when a capital security is redeemed; and

•the amounts due if a trust is liquidated or terminated.

The Regulatory Capital Rules, discussed in “Supervision and regulation” in Item 2 of this report, require us to treat our mandatorily redeemable trust preferred securities as Tier 2 capital.

The trust preferred securities, common stock, and related debentures are summarized as follows:


Dollars in millions	Trust Preferred Securities, Net of Discount (a)(d)		Common Stock		Principal Amount of Debentures, Net of Discount (b)(d)		Interest Rate of Trust Preferred Securities and Debentures (c)		Maturity of Trust Preferred Securities and Debentures
September 30, 2023
KeyCorp Capital I	$	156	$	6	$	162	6.273	%	2028
KeyCorp Capital II	84		4		88		6.875		2029
KeyCorp Capital III	109		4		113		7.750		2029
HNC Statutory Trust III	21		1		22		7.039		2035
HNC Statutory Trust IV	18		1		19		6.911		2037
Willow Grove Statutory Trust I	20		1		21		6.981		2036
Westbank Capital Trust II	8		—		8		7.849		2034
Westbank Capital Trust III	8		—		8		7.849		2034
Total	$	424	$	17	$	441	6.929	%	—

December 31, 2022	$	433	$	17	$	450	5.321	%	—

(a)The trust preferred securities must be redeemed when the related debentures mature, or earlier if provided in the governing indenture. Each issue of trust preferred securities carries an interest rate identical to that of the related debenture.

(b)We have the right to redeem these debentures. If the debentures purchased by KeyCorp Capital I, HNC Statutory Trust III, Willow Grove Statutory Trust I, HNC Statutory Trust IV, Westbank Capital Trust II, or Westbank Capital Trust III are redeemed before they mature, the redemption price will be the principal amount, plus any accrued but unpaid interest. If the debentures purchased by KeyCorp Capital II or KeyCorp Capital III are redeemed before they mature, the redemption price will be the greater of: (i) the principal amount, plus any accrued but unpaid interest, or (ii) the sum of the present values of principal and interest payments discounted at the Treasury Rate (as defined in the applicable indenture), plus 20 basis points for KeyCorp Capital II or 25 basis points for KeyCorp Capital III, or 50 basis points in the case of redemption upon either a tax or a capital treatment event for either KeyCorp Capital II or KeyCorp Capital III, plus any accrued but unpaid interest.

(c)The interest rates for the trust preferred securities issued by KeyCorp Capital II and KeyCorp Capital III are fixed. The trust preferred securities issued by KeyCorp Capital I, HNC Statutory Trust III, HNC Statutory Trust IV, Willow Grove Statutory Trust I, Westbank Capital Trust II, and Westbank Capital Trust III have a floating interest rate, equal to three-month CME term SOFR plus 26.161 basis points, that reprices quarterly. The total interest rates are weighted-average rates.

(d)Certain trust preferred securities include basis adjustments related to fair value hedges totaling $8 million at September 30, 2023, and $17 million at December 31, 2022. See Note 7 (“Derivatives and Hedging Activities”) for an explanation of fair value hedges.

17. Contingent Liabilities and Guarantees

Legal Proceedings

Litigation. From time to time, in the ordinary course of business, we and our subsidiaries are subject to various litigation, investigations, and administrative proceedings. Private, civil litigation may range from individual actions involving a single plaintiff to putative class action lawsuits with potentially thousands of class members. Investigations may involve both formal and informal proceedings, by both government agencies and self-regulatory bodies. These matters may involve claims for substantial monetary relief. At times, these matters may present novel claims or legal theories. Due to the complex nature of these various other matters, it may be years before some matters are resolved. While it is impossible to ascertain the ultimate resolution or range of financial liability, based on information presently known to us, we do not believe there is any matter to which we are a party, or involving any of our properties that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on our financial condition. We continually monitor and reassess the potential materiality of these litigation matters. We note, however, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution will not exceed established reserves. As a result, the outcome of a particular matter, or a combination of matters, may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.

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Record-Keeping Investigation. The Company’s broker-dealer and investment advisory subsidiaries are cooperating with an investigation by the SEC concerning compliance with certain record-keeping requirements relating to business communications transmitted on unapproved electronic communications platforms. The Company is currently engaged in settlement negotiations with the SEC regarding this matter, the results of which the Company anticipates will not have a material adverse effect on its financial condition. The SEC has conducted similar inquiries into recordkeeping practices at other financial institutions.

Gurevitch Litigation. On August 4, 2023, a putative class action, Gurevitch v. KeyCorp et al., was filed against KeyCorp and certain of its current and former executives in the United States District Court for the Northern District of Ohio. The named plaintiff seeks to represent a national class of individuals who purchased or acquired KeyCorp securities from February 2020 to June 2023 and who were allegedly harmed by certain disclosures relating to KeyCorp’s liquidity, operations, and prospects. On September 25, 2023, the named plaintiff and defendants stipulated and the court agreed, among other things, to postpone the date by which KeyCorp must respond to the complaint until after the court appoints a lead plaintiff and counsel and they have prepared an amended or consolidated complaint. At this stage of the proceedings it is too early to determine if the matter would reasonably be expected to have a material adverse effect on our financial condition.

Guarantees

We are a guarantor in various agreements with third parties. The following table shows the types of guarantees that we had outstanding at September 30, 2023. Information pertaining to the basis for determining the liabilities recorded in connection with these guarantees is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Contingencies and Guarantees” beginning on page 113 of our 2022 Form 10-K.


September 30, 2023	Maximum Potential Undiscounted Future Payments		Liability Recorded
Dollars in millions
Financial guarantees:
Standby letters of credit	$	4,400	$	85
Recourse agreement with FNMA	7,400		88
Residential mortgage reserve	3,321		12
Written put options (a)	3,429		188
Total	$	18,550	$	373

(a)The maximum potential undiscounted future payments represent notional amounts of derivatives qualifying as guarantees.

We determine the payment/performance risk associated with each type of guarantee described below based on the probability that we could be required to make the maximum potential undiscounted future payments shown in the preceding table. We use a scale of low (0% to 30% probability of payment), moderate (greater than 30% to 70% probability of payment), or high (greater than 70% probability of payment) to assess the payment/performance risk, and have determined that the payment/performance risk associated with each type of guarantee outstanding at September 30, 2023, is low. Information pertaining to the nature of each of the guarantees listed below is included in Note 22 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Guarantees” beginning on page 166 of our 2022 Form 10-K.

Standby letters of credit. At September 30, 2023, our standby letters of credit had a remaining weighted-average life of 1.5 years, with remaining actual lives ranging from less than 1 year to 11.2 years.

Recourse agreement with FNMA. At September 30, 2023, the outstanding commercial mortgage loans in this program had a weighted-average remaining term of 7.1 years, and the unpaid principal balance outstanding of loans sold by us as a participant was $23.9 billion. The maximum potential amount of undiscounted future payments that we could be required to make under this program, as shown in the preceding table, is equal to approximately 31.0% of the principal balance of loans outstanding at September 30, 2023. FNMA delegates responsibility for originating, underwriting, and servicing mortgages, and we assume a limited portion of the risk of loss during the remaining term on each commercial mortgage loan that we sell to FNMA. We maintain a reserve for such potential losses of $88 million that we believe approximates the fair value of our liability for the guarantee as described in Note 4 (“Asset Quality”).

Residential Mortgage Banking. At September 30, 2023, the unpaid principal balance outstanding of loans sold by us in this program was $11.1 billion. The maximum potential amount of undiscounted future payments that we could be required to make under this program, as shown in the preceding table, is equal to approximately 30% of the principal balance of loans outstanding at September 30, 2023.

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Our liability for estimated repurchase obligations on loans sold, which is included in “accrued expenses and other liabilities” on the Consolidated Balance Sheets, was $12 million at September 30, 2023. For more information on our residential mortgages, see Note 8 (“Mortgage Servicing Assets”).

Written put options. At September 30, 2023, our written put options had an average life of 1.6 years. These written put options are accounted for as derivatives at fair value, as further discussed in Note 7 (“Derivatives and Hedging Activities”).

Written put options where the counterparty is a broker-dealer or bank are accounted for as derivatives at fair value but are not considered guarantees since these counterparties typically do not hold the underlying instruments. In addition, we are a purchaser and seller of credit derivatives, which are further discussed in Note 7 (“Derivatives and Hedging Activities”).

Other Off-Balance Sheet Risk

Other off-balance sheet risk stems from financial instruments that do not meet the definition of a guarantee as specified in the applicable accounting guidance, and from other relationships. Additional information pertaining to types of other off-balance sheet risk is included in Note 22 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Other Off-Balance Sheet Risk” on page 166 of our 2022 Form 10-K.

18. Accumulated Other Comprehensive Income

Our changes in AOCI for the three and nine months ended September 30, 2023, and September 30, 2022, are as follows:


Dollars in millions	Unrealized gains (losses) on securities available for sale		Unrealized gains (losses) on derivative financial instruments		Net pension and postretirement benefit costs		Total







Balance at December 31, 2022	$	(4,895)	$	(1,124)	$	(276)	$	(6,295)
Other comprehensive income before reclassification, net of income taxes	(509)		(376)		—		(885)
Amounts reclassified from AOCI, net of income taxes (a)	—		537		4		541

Net current-period other comprehensive income, net of income taxes	(509)		161		4		(344)
Balance at September 30, 2023	$	(5,404)	$	(963)	$	(272)	$	(6,639)








Balance at June 30, 2023	$	(4,736)	$	(1,035)	$	(273)	$	(6,044)
Other comprehensive income before reclassification, net of income taxes	(668)		(115)		—		(783)
Amounts reclassified from AOCI, net of income taxes (a)	—		187		1		188

Net current-period other comprehensive income, net of income taxes	(668)		72		1		(595)
Balance at September 30, 2023	$	(5,404)	$	(963)	$	(272)	$	(6,639)


Balance at December 31, 2021	$	(403)	$	88	$	(271)	$	(586)
Other comprehensive income before reclassification, net of income taxes	(4,380)		(1,281)		(1)		(5,662)
Amounts reclassified from AOCI, net of income taxes (a)	—		(17)		8		(9)

Net current-period other comprehensive income, net of income taxes	(4,380)		(1,298)		7		(5,671)
Balance at September 30, 2022	$	(4,783)	$	(1,210)	$	(264)	$	(6,257)

Balance at June 30, 2022	$	(3,167)	$	(733)	$	(266)	$	(4,166)
Other comprehensive income before reclassification, net of income taxes	(1,616)		(527)		(1)		(2,144)
Amounts reclassified from AOCI, net of income taxes (a)	—		50		3		53

Net current-period other comprehensive income, net of income taxes	(1,616)		(477)		2		(2,091)
Balance at September 30, 2022	$	(4,783)	$	(1,210)	$	(264)	$	(6,257)

(a)See table below for details about these reclassifications.

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Our reclassifications out of AOCI for the three and nine months ended September 30, 2023, and September 30, 2022, are as follows:



	Three months ended September 30,				Affected Line Item in the Consolidated Statement of Income
Dollars in millions	2023		2022






Unrealized gains (losses) on derivative financial instruments
Interest rate	$	(248)	$	(66)	Interest income — Loans
Interest rate	—		(1)		Interest expense — Long-term debt
Interest rate	2		2		Investment banking and debt placement fees

	(246)		(65)		Income (loss) from continuing operations before income taxes
	(59)		(15)		Income taxes
	$	(187)	$	(50)	Income (loss) from continuing operations
Net pension and postretirement benefit costs
Amortization of losses	$	(3)	$	(4)	Other expense
Settlement loss	—		—		Other expense
Amortization of unrecognized prior service credit	—		—		Other expense
	(3)		(4)		Income (loss) from continuing operations before income taxes
	(2)		(1)		Income taxes
	$	(1)	$	(3)	Income (loss) from continuing operations


	Nine months ended September 30,				Affected Line Item in the Consolidated Statement of Income
Dollars in millions	2023		2022






Unrealized gains (losses) on derivative financial instruments
Interest rate	$	(708)	$	16	Interest income — Loans
Interest rate	(1)		(3)		Interest expense — Long-term debt
Interest rate	3		9		Investment banking and debt placement fees
	(706)		22		Income (loss) from continuing operations before income taxes
	(169)		5		Income taxes
	$	(537)	$	17	Income (loss) from continuing operations
Net pension and postretirement benefit costs
Amortization of losses	$	(8)	$	(11)	Other expense
Settlement loss	—		—		Other expense
Amortization of unrecognized prior service credit	1		1		Other expense
	(7)		(10)		Income (loss) from continuing operations before income taxes
	(3)		(2)		Income taxes
	$	(4)	$	(8)	Income (loss) from continuing operations

19. Shareholders' Equity

Comprehensive Capital Plan

In July 2021, the Board of Directors authorized the repurchase of up to $1.5 billion of our Common Shares, effective for the third quarter of 2021 through the third quarter of 2022. In September 2022, the Board of Directors approved the extension of the previous authorization through the third quarter of 2023. This authorization expired as of September 30, 2023. During the third quarter of 2023, Key repurchased less than $1 million of shares related to equity compensation programs. We did not complete any open market share repurchases in the third quarter of 2023.

Consistent with our capital plan, the Board declared a quarterly dividend of $.205 per Common Share for the third quarter of 2023.

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Preferred Stock

The following table summarizes our preferred stock at September 30, 2023.


Preferred stock series	Amount outstanding (in millions)		Shares authorized and outstanding	Par value		Liquidation preference		Ownership interest per depositary share	Liquidation preference per depositary share		Third quarter 2023 dividends paid per depositary share
5.000% Fixed-to-Floating Rate Perpetual Noncumulative Series D	$	525	21,000	$	1	$	25,000	1/25th	$	1,000	$	12.50
6.125% Fixed-to-Floating Rate Perpetual Noncumulative Series E	500		500,000	1		1,000		1/40th	25		.382813
5.650% Fixed Rate Perpetual Noncumulative Series F	425		425,000	1		1,000		1/40th	25		.353125
5.625% Fixed Rate Perpetual Non-Cumulative Series G	450		450,000	1		1,000		1/40th	25		.351563
6.200% Fixed Rate Reset Perpetual Non-Cumulative Series H	600		600,000	1		1,000		1/40th	25		.387500

20. Business Segment Reporting

The following is description of the segments and their primary businesses at September 30, 2023.

Consumer Bank

Commercial Bank

The Commercial Bank consists of the Commercial and Institutional operating segments. The Commercial operating segment is a full-service, commercial banking platform that focuses primarily on serving the borrowing, cash management, and capital markets needs of middle market clients within Key’s 15-state branch footprint. It is also a significant, national, commercial real estate lender and third-party servicer of commercial mortgage loans and special servicer of CMBS. The Institutional operating segment operates nationally in providing lending, equipment financing, and banking products and services to large corporate and institutional clients. The industry coverage and product teams have proven expertise in the following sectors: Consumer, Energy, Healthcare, Industrial, Public Sector, Real Estate, and Technology. The operating segment includes the KBCM platform which provides a broad suite of capital markets products and services including syndicated finance, debt and equity underwriting, derivatives, foreign exchange, debt and M&A advisory, public finance, and fixed income and equity sales and trading services.

Other

Other includes various corporate treasury activities such as management of our investment securities portfolio, long-term debt, short-term liquidity and funding activities, and balance sheet risk management, our principal investing unit, restructuring charges, and various exit portfolios as well as reconciling items which primarily represents the unallocated portion of nonearning assets of corporate support functions. Charges related to the funding of these assets are part of net interest income and are allocated to the business segments through noninterest expense. Reconciling items also include intercompany eliminations and certain items that are not allocated to the business segments because they do not reflect their normal operations.

The development and application of the methodologies that we use to allocate items among our business segments is a dynamic process. Accordingly, financial results may be revised periodically to reflect enhanced alignment of expense base allocations drivers, changes in the risk profile of a particular business, or changes in our organizational structure.

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The table below shows selected financial data for our business segments for the three- and nine-month periods ended September 30, 2023, and September 30, 2022. Capital is assigned to each business segment based on a combination of regulatory and economic equity.


Three months ended September 30,	Consumer Bank						Commercial Bank						Other						Total Key
Dollars in millions	2023			2022			2023			2022			2023			2022			2023			2022
SUMMARY OF OPERATIONS
Net interest income (TE)	$	548		$	618		$	430		$	484		$	(55)		$	101		$	923		$	1,203
Noninterest income	243			259			360			394			40			30			643			683
Total revenue (TE) (a)	791			877			790			878			(15)			131			1,566			1,886
Provision for credit losses	14			37			68			74			(1)			(2)			81			109
Depreciation and amortization expense	21			22			21			28			13			18			55			68
Other noninterest expense	656			653			410			423			(11)			(38)			1,055			1,038
Income (loss) from continuing operations before income taxes (TE)	100			165			291			353			(16)			153			375			671
Allocated income taxes and TE adjustments	24			40			65			66			(16)			25			73			131
Income (loss) from continuing operations	76			125			226			287			—			128			302			540
Income (loss) from discontinued operations, net of taxes	—			—			—			—			1			2			1			2
Net income (loss)	76			125			226			287			1			130			303			542
Less: Net income (loss) attributable to noncontrolling interests	—			—			—			—			—			—			—			—
Net income (loss) attributable to Key	$	76		$	125		$	226		$	287		$	1		$	130		$	303		$	542

AVERAGE BALANCES (b)
Loans and leases	$	42,250		$	42,568		$	74,951		$	71,464		$	426		$	386		$	117,627		$	114,418
Total assets (a)	45,078			45,659			85,274			81,899			61,989			60,634			192,341			188,192
Deposits	83,863			90,170			54,896			52,272			6,066			1,787			144,825			144,229
OTHER FINANCIAL DATA
Net loan charge-offs (b)	$	36		$	17		$	35		$	27		$	—		$	(1)		$	71		$	43
Return on average allocated equity (b)	8.48		%	14.26		%	8.64		%	12.29		%	(3.97)		%	27.13		%	8.69		%	14.66		%
Return on average allocated equity	8.48			14.26			8.64			12.29			(7.93)			27.55			8.72			14.71
Average full-time equivalent employees (c)	7,684			8,182			2,531			2,535			7,451			7,190			17,666			17,907

(a)Substantially all revenue generated by our major business segments is derived from clients that reside in the United States. Substantially all long-lived assets, including premises and equipment, capitalized software, and goodwill held by our major business segments, are located in the United States.

(b)From continuing operations.

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


Nine months ended September 30,	Consumer Bank						Commercial Bank						Other							Total Key
Dollars in millions	2023			2022			2023			2022			2023				2022			2023			2022
SUMMARY OF OPERATIONS
Net interest income (TE)	$	1,718		$	1,775		$	1,367		$	1,377		$	(70)			$	175		$	3,015		$	3,327
Noninterest income	716			769			1,072			1,192			72				86			1,860			2,047
Total revenue (TE) (a)	2,434			2,544			2,439			2,569			2				261			4,875			5,374
Provision for credit losses	106			88			283			152			(2)				(3)			387			237
Depreciation and amortization expense	63			65			67			89			46				53			176			207
Other noninterest expense	1,940			1,960			1,210			1,186			36				(99)			3,186			3,047
Income (loss) from continuing operations before income taxes (TE)	325			431			879			1,142			(78)				310			1,126			1,883
Allocated income taxes and TE adjustments	78			104			184			224			(35)				38			227			366
Income (loss) from continuing operations	247			327			695			918			(43)				272			899			1,517
Income (loss) from discontinued operations, net of taxes	—			—			—			—			3				6			3			6
Net income (loss)	247			327			695			918			(40)				278			902			1,523
Less: Net income (loss) attributable to noncontrolling interests	—			—			—			—			—				—			—			—
Net income (loss) attributable to Key	$	247		$	327		$	695		$	918		$	(40)		(d)	$	278		$	902		$	1,523

AVERAGE BALANCES (b)
Loans and leases	$	42,754		$	40,697		$	76,173		$	68,016		$	444			$	431		$	119,371		$	109,144
Total assets (a)	45,588			43,801			86,075			78,536			61,560				62,452			193,223			184,789
Deposits	83,663			91,063			52,855			54,768			7,198				1,435			143,716			147,266
OTHER FINANCIAL DATA
Net loan charge-offs (b)	$	93		$	62		$	76		$	59		(1)				(1)			$	168		$	120
Return on average allocated equity (b)	9.13		%	12.20		%	8.94		%	13.70		%	(623.93)		%		13.40		%	8.58		%	13.29		%
Return on average allocated equity	9.13			12.20			8.94			13.70			(579.37)				13.70			8.61			13.35
Average full-time equivalent employees (c)	7,868			8,069			2,512			2,453			7,500				6,955			17,880			17,477

(b)From continuing operations.

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

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21. Revenue from Contracts with Customers

The following table represents a disaggregation of revenue from contracts with customers, by business segment, for the three- and nine-month periods ended September 30, 2023, and September 30, 2022. The development and application of the methodologies that we use to allocate items among our business segments is a dynamic process. Accordingly, financial results may be revised periodically to reflect enhanced alignment of expense base allocations drivers, changes in the risk profile of a particular business, or changes in our organizational structure.


	Three months ended September 30, 2023						Three months ended September 30, 2022
Dollars in millions	Consumer Bank		Commercial Bank		Total Contract Revenue		Consumer Bank		Commercial Bank		Total Contract Revenue
NONINTEREST INCOME
Trust and investment services income	$	104	$	16	$	120	$	99	$	19	$	118
Investment banking and debt placement fees	—		70		70		—		102		102
Services charges on deposit accounts	41		28		69		56		36		92


Cards and payments income	43		42		85		42		20		62




Other noninterest income	3		—		3		3		—		3
Total revenue from contracts with customers	$	191	$	156	$	347	$	200	$	177	$	377

Other noninterest income (a)					$	256					$	276
Noninterest income from Other(b)					40						30

Total noninterest income					$	643					$	683

(a)Noninterest income considered earned outside the scope of contracts with customers.

(b)Other includes other segments that consists of corporate treasury, our principal investing unit, and various exit portfolios as well as reconciling items which primarily represents the unallocated portion of nonearning assets of corporate support functions. Charges related to the funding of these assets are part of net interest income and are allocated to the business segments through noninterest expense. Reconciling items also includes intercompany eliminations and certain items that are not allocated to the business segments because they do not reflect their normal operations. Refer to Note 20 (“Business Segment Reporting”) for more information.


	Nine months ended September 30, 2023						Nine months ended September 30, 2022
Dollars in millions	Consumer Bank		Commercial Bank		Total Contract Revenue		Consumer Bank		Commercial Bank		Total Contract Revenue
NONINTEREST INCOME
Trust and investment services income	$	306	$	50	$	356	$	307	$	58	$	365
Investment banking and debt placement fees	—		261		261		—		316		316
Services charges on deposit accounts	121		84		205		170		109		279


Cards and payments income	136		107		243		120		49		169




Other noninterest income	9		—		9		8		—		8
Total revenue from contracts with customers	$	572	$	502	$	1,074	$	605	$	532	$	1,137

Other noninterest income (a)					$	714					$	824
Noninterest income from Other(b)					72						86
Total noninterest income					$	1,860					$	2,047

(a)Noninterest income considered earned outside the scope of contracts with customers.

We had no material contract assets or contract liabilities as of September 30, 2023, and September 30, 2022.

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22. Subsequent Events

We have evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that occurred that would require adjustments to our disclosures in the consolidated financial statements except for the following:

Swap terminations. On October 11, 2023, we terminated $7.5 billion in notional value of received fixed swaps set to mature through 2024. The swaps were used to hedge interest rate risk by converting floating-rate commercial loan interest receipts to fixed-rate. The termination of the swaps was performed to reduce exposure to higher rates. Prior to the termination of the swaps, the change in value of the swaps was recorded through accumulated other comprehensive income. The terminated swaps were associated with $265 million in losses in AOCI as of the date of termination, which will be recognized in earnings over the next five quarters as noted in the table below.


Dollars in millions	Losses to be recognized from OCI into Income
Period of Recognition
2023 Fourth Quarter	$	82
2024 First Quarter	78
2024 Second Quarter	55
2024 Third Quarter	36
2024 Fourth Quarter	14
Total	$	265

Long-term debt redemption. On October 27, 2023, we redeemed $750 million of fixed-to-floating rate senior bank notes and $350 million of floating rate senior bank notes originally due January 3, 2024. The redemption of the debt was performed to reduce exposure to higher rates and reduce overall interest expense. The redemption resulted in an immaterial loss on extinguishment.

100

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of KeyCorp

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of KeyCorp as of September 30, 2023, the related consolidated statements of income, comprehensive income, and changes in equity for the three- and nine-month periods ended September 30, 2023 and 2022, the related consolidated statement of cash flows for the nine-month periods ended September 30, 2023 and 2022, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of KeyCorp as of December 31, 2022, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated February 22, 2023, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of KeyCorp's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to KeyCorp in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



Cleveland, Ohio
November 2, 2023

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Item 3. Quantitative and Qualitative Disclosure about Market Risk

The information presented in the “Market risk management” section of the Management’s Discussion & Analysis of Financial Condition & Results of Operations is incorporated herein by reference.

Item 4. Controls and Procedures

As of the end of the period covered by this report, KeyCorp carried out an evaluation, under the supervision and with the participation of KeyCorp’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of KeyCorp’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), to ensure that information required to be disclosed by KeyCorp in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to KeyCorp’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. Based upon that evaluation, KeyCorp’s Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective, in all material respects, as of the end of the period covered by this report. No changes were made to KeyCorp’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the last quarter that materially affected, or are reasonably likely to materially affect, KeyCorp’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in the Legal Proceedings section of Note 17 (“Contingent Liabilities and Guarantees”) of the Notes to Consolidated Financial Statements (Unaudited) is incorporated herein by reference.

On at least a quarterly basis, we assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we have not accrued legal reserves, consistent with applicable accounting guidance. Based on information currently available to us, advice of counsel, and available insurance coverage, we believe that our established reserves are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on our consolidated financial condition. We note, however, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution will not exceed established reserves. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.

Item 1A. Risk Factors

For a discussion of certain risk factors affecting us, see the section titled “Supervision and Regulation” in Part I, Item 1. Business, on pages 12-29 of our 2022 Form 10-K; Part I, Item 1A. Risk Factors, on pages 29-43 of our 2022 Form 10-K; Part II, Item 1A. Risk Factors, on pages 93-94 of our Form 10-Q for the quarter ended March 31, 2023; the sections titled “Supervision and regulation” and “Strategic developments” in this Form 10-Q; and our disclosure regarding forward-looking statements in this Form 10-Q.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

From time to time, KeyCorp or its principal subsidiary, KeyBank, may seek to retire, repurchase, or exchange outstanding debt of KeyCorp or KeyBank, and capital securities or preferred stock of KeyCorp, through cash purchase, privately negotiated transactions, or otherwise. Such transactions, if any, depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, and other factors. The amounts involved may be material.

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In July 2021, the Board of Directors authorized the repurchase of up to $1.5 billion of our Common Shares, effective the third quarter of 2021 through the third quarter of 2022. In September 2022, the Board of Directors approved the extension of the previous authorization through the third quarter of 2023. This authorization expired as of September 30, 2023. During the third quarter of 2023, Key repurchased less than $1 million of shares related to equity compensation programs.

The following table summarizes our repurchases of our Common Shares for the three months ended September 30, 2023. Refer to Note 19 (“Shareholders' Equity”) for more information regarding share repurchases made during the three and nine months ended September 30, 2023.


Calendar month	Total number of shares purchased (a)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Dollar value of shares that may yet be purchased as part of publicly announced plans or programs
July 1 - 31	70	9.87		70	673,254,305
August 1 - 31	8,976	11.81		8,976	673,148,256
September 1 -30	1,334	10.94		1,334	—	(b)
Total	10,380	$	11.69	10,380

(a)Includes Common Shares deemed surrendered by employees in connection with our stock compensation and benefit plans to satisfy tax obligations. We did not complete any open market share repurchases in the third quarter of 2023.

(b)Our share purchase authorization expired as of September 30, 2023.

Item 5. Other Information

(b) On September 21, 2023, KeyCorp’s Board of Directors approved the amendment and restatement of KeyCorp’s Regulations (as amended and restated, the “Fourth Amended and Restated Regulations”), which became effective immediately upon adoption. The Board adopted the Fourth Amended and Restated Regulations primarily to update certain procedural requirements in accordance with the universal proxy rules recently adopted by the SEC. Specifically, in addition to other ministerial changes, the Fourth Amended and Restated Regulations:

•update certain procedural mechanics and disclosure requirements for shareholder nominations of directors and submissions of proposals for other business made in connection with annual and special meetings of shareholders, including to address rules related to the use of universal proxy cards adopted by the SEC under Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; and

•require shareholders directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board.

(c) No director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of KeyCorp adopted, modified, or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Exchange Act) during the quarter ended September 30, 2023, except as may be noted below. We do not permit the use of Rule 10b5-1 trading arrangements by our directors or executive officers.

Certain of our directors or officers have made elections to participate in, and are participating in, our KeyCorp Second Amended and Restated Discounted Stock Purchase Plan, our Long-Term Incentive Deferral Plan, our Directors’ Deferred Share Sub-Plan, and the Dividend Reinvestment Plan and dividend reinvestment features under various compensation plans and arrangements, and previously made elections to participate in KeyCorp common stock funds that are now frozen but were previously available as an investment option under our Deferred Savings Plan and KeyCorp 401(k) plan. By participating in these plans or stock funds, the directors or officers have made, and/or may from time to time make, elections involving transactions in KeyCorp common shares which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as such term is defined in Item 408(c) of Regulation S-K of the Exchange Act).

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Item 6. Exhibits


3.1			Fourth Amended and Restated Regulations of KeyCorp, effective September 21, 2023.
15			Acknowledgment of Independent Registered Public Accounting Firm.
22			Subsidiary Issuers of Guaranteed Securities, filed as Exhibit 22 to Form 10-K for the year ended December 31, 2022. ^
31.1			Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2			Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101			The following materials from KeyCorp’s Form 10-Q Report for the quarterly period ended September 30, 2023, formatted in inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income and Consolidated Statements of Comprehensive Income; (iii) the Consolidated Statements of Changes in Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
104			The cover page from KeyCorp’s Form 10-Q for the quarterly period ended September 30, 2023, formatted in inline XBRL (contained in Exhibit 101).



*			Furnished herewith.
^			Incorporated by reference. Copies of these Exhibits have been filed with the SEC. Exhibits that are not incorporated by reference are furnished or filed with this report. Shareholders may obtain a copy of any exhibit, upon payment of reproduction costs, by writing KeyCorp Investor Relations, 127 Public Square, Cleveland, OH 44114-1306.

Information Available on Website

KeyCorp makes available free of charge on its website, www.key.com, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports as soon as reasonably practicable after KeyCorp electronically files such material with, or furnishes it to, the SEC. We also make available a summary of filings made with the SEC of statements of beneficial ownership of our equity securities filed by our directors and officers under Section 16 of the Exchange Act. Information contained on or accessible through our website or any other website referenced in this report is not part of this report.

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SIGNATURE

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


			KEYCORP
			(Registrant)

November 2, 2023			/s/ Douglas M. Schosser
			By: Douglas M. Schosser
			Chief Accounting Officer (Principal Accounting Officer)

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KeyCorp (KEY) 10-Q2023 Q3 Quarterly report

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