Page Number
  Introduction                                                                  38
  Long-term financial targets                                                   39
  Corporate strategy                                                            40
  Strategic developments                                                        40

  Results of Operations                                                         42
  Earnings overview                                                             42
  Net interest income                                                           42
  Provision for credit losses                                                   46
  Noninterest income                                                            46
  Noninterest expense                                                           48
  Income taxes                                                                  50

  Business Segment Results                                                      50
  Consumer Bank                                                                 50
  Commercial Bank                                                               52

  Financial Condition                                                           54
  Loans and loans held for sale                                                 54
  Securities                                                                    59
  Deposits and other sources of funds                                           61
  Capital                                                                       61

  Off-Balance Sheet Arrangements and Aggregate Contractual Obligations          63
  Off-balance sheet arrangements                                                63
  Contractual obligations                                                       64
  Guarantees                                                                    65

  Risk Management                                                               65
  Overview                                                                      65
  Market risk management                                                        66
  Liquidity risk management                                                     71
  Credit risk management                                                        74
  Operational and compliance risk management                                    78

  GAAP to Non-GAAP Reconciliations                                              80

  Fourth Quarter Results                                                        81
  Earnings                                                                      81
  Net interest income                                                           81
  Noninterest income                                                            81
  Noninterest expense                                                           81
  Provision for credit losses                                                   82
  Income taxes                                                                  82

  Critical Accounting Policies and Estimates                                    84
  Allowance for loan and lease losses                                           84
  Valuation methodologies                                                       85
  Derivatives and hedging                                                       87
  Contingent liabilities, guarantees and income taxes                           87
  Accounting and reporting developments                                         88

  European Sovereign and Non-Sovereign Debt Exposures                           89





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Introduction


This section reviews the financial condition and results of operations of
KeyCorp and its subsidiaries for 2019 and 2018. Some tables 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 that we refer to are presented in the table of
contents. To review our financial condition and results of operations for 2017
and a comparison between the 2017 and 2018 results, see Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations of our
2018 Form 10-K filed with the SEC on February 25, 2019.

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Long-term financial targets
[[Image Removed: chart-2af5bf2ad2df5130a6b.jpg]]
(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.


[[Image Removed: chart-1a499578c02e5bba855.jpg]]

[[Image Removed: chart-6576a3f275495db287b.jpg]] (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 54.0% to 56.0%.



Full year expenses were down 1.9% from the prior year, as we completed our $200
million cost reduction program and drove further savings through our continuous
improvement efforts. Overall, we have generated positive operating leverage over
the past three years as our cash efficiency ratio has declined 390 basis points.
We expect to make continued progress on our cash efficiency ratio during 2020 as
we focus on expenses and strategically invest back into our business.




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.



During 2019, our net loan charge-offs to average loans ratio was impacted by
$139 million of net loan charge-offs related to a previously disclosed fraud
loss. Overall, credit quality remains strong as we continue to remain consistent
and disciplined in our credit underwriting and portfolio management and are
committed to maintaining our moderate risk profile.



Financial Return

A return on average tangible common equity in the range of 16.00% to 19.00%.



During 2019, our return on average tangible common equity ratio was impacted by
the previously disclosed fraud loss of $106 million, after taxes. During 2019,
we repurchased $868 million of Common Shares. Our full-year dividend for 2019
was $.71, a 26% increase from the previous year. In 2020, we remain committed to
consistently delivering on our stated priorities of supporting organic growth,
increasing dividends, and prudently repurchasing Common Shares.


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Corporate strategy



We remain committed to enhancing long-term shareholder value by continuing to
execute our relationship-based business model, growing our franchise, and being
disciplined in our capital management. Our strategic focus is to deliver ease,
value, and expertise to help our clients make better financial decisions and
build enduring relationships. We intend to pursue this strategy by growing
profitably; acquiring and expanding targeted client relationships; effectively
managing risk and rewards; maintaining financial strength; and engaging,
retaining, and inspiring our diverse and high-performing workforce. These
strategic priorities for enhancing long-term shareholder value are described in
more detail below.

• Grow profitably - We intend to continue to focus on generating positive

operating leverage by growing revenue and creating a more efficient operating

environment. We expect our relationship business model to keep generating

organic growth as it helps us expand engagement with existing clients and

attract new customers. We plan to leverage our continuous improvement culture

to maintain an efficient cost structure that is aligned, sustainable, and

consistent with the current operating environment and that supports our

relationship business model.

• Acquire and expand targeted client relationships - We seek to be

client-centric in our actions and have taken purposeful steps to enhance our

ability to acquire and expand targeted relationships. We seek to provide

solutions to serve our clients' needs. We focus on markets and clients where

we can be the most relevant. In aligning our businesses and investments

against these targeted client segments, we are able to make a meaningful

impact for our clients.

• Effectively manage risk and rewards - Our risk management activities are

focused on ensuring we properly identify, measure, and manage risks across

the entire company to maintain safety and soundness and maximize

profitability.

• Maintain financial strength - With the foundation of a strong balance sheet,

we intend to remain focused on sustaining strong reserves, liquidity and

capital. We plan to work closely with our Board and regulators to manage

capital to support our clients' needs and drive long-term shareholder value.

Our capital remains a competitive advantage for us.

• Engage a high-performing, talented, and diverse workforce - Every day our

employees provide our clients with great ideas, extraordinary service, and

smart solutions. We intend to continue to engage our high-performing,

talented, and diverse workforce to create an environment where they can make

a difference, own their careers, be respected, and feel a sense of pride.





Strategic developments

We took the following actions during 2019 in support of our corporate strategy:

• We continued to grow profitably during 2019. Our cash efficiency ratio

improved to 59.6% and we achieved our seventh consecutive year of positive

operating leverage. Full year expenses were down 1.9% from the prior year as

we completed our $200 million cost reduction program. Revenue was slightly

down for the year, reflecting the impact of lower interest rates. We

continued to see strong balance sheet growth as average loans were up 3.6%

and average deposits were up 4.7% compared to the prior year. Our

relationship-based business model continues to position us well with our

targeted clients, which results in new and expanded relationships.

• We acquired Laurel Road in April of 2019, which originated $1.8 billion of

consumer direct loans during the year, well above our original expectations.

These high quality loans provide us with an opportunity to build a broader

digital relationship with our clients. Our residential mortgage business is

another area where we are seeing strong returns on our investments.

Residential mortgage loan originations for 2019 were $4.3 billion, up over

120% from 2018, with $1.5 billion originated in the fourth quarter of 2019.

These two investments highlight our commitment to acquire and expand targeted

client relationships.

• During 2019, our net loan charge-offs to average loans ratio was impacted by

a previously disclosed fraud loss. Our provision for credit losses and net

loan charge-offs include $139 million related to the fraud loss. Overall,

credit quality remains strong as our new loan originations in both our

commercial and consumer book continue to meet our criteria for high quality

loans as we continue to effectively manage risk and rewards.

• Maintaining financial strength while driving long-term shareholder value was

again a focus during 2019. At December 31, 2019, our Common Equity Tier 1 and

Tier 1 risk-based capital ratios stood at 9.44% and 10.86%, respectively.

During 2019, we repurchased $379 million of Common Shares under our 2018

capital plan authorization and $489 million under our 2019 capital plan

authorization. Our full-year dividend for 2019 was $.71, a 26% increase from


    the previous year.



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• We remained committed to our strategy to engage a high-performing, talented,

and diverse workforce. In 2019, we were recognized by multiple organizations

for our dedication to creating an environment where employees are treated

with respect and empowered to bring their authentic selves to work. Some of

these awards and recognitions included the Human Rights Campaign naming us

one of the Best Places to Work for LGBT Equality, G.I. Jobs and Military

Spouse Magazine recognizing us as a Military Friendly® and Military Friendly®

Spouse Employer, and receiving the Leading Disability Employer Seal from the

National Organization on Disability. We were also named to DiversityInc's

2019 Top 50 Companies for Diversity.

CEO Transition



On September 19, 2019, we announced that Beth Mooney will retire as Chairman and
Chief Executive Officer of KeyCorp, effective May 1, 2020. Our Board has
appointed Christopher Gorman as President and Chief Operating Officer. The Board
has also appointed Mr. Gorman to the Board for a term expiring at our 2020
Annual Meeting of Shareholders. Mr. Gorman will succeed Ms. Mooney as Chairman
and Chief Executive Officer on May 1, 2020. Mr. Gorman's appointment is in
keeping with the Board's succession management process and will ensure a
seamless leadership transition.

LIBOR Transition



As disclosed in Item 1A. Risk Factors of this report, LIBOR in its current form
is not expected to be available after 2021. The most likely replacement rate is
expected to be SOFR, which has been recommended by the ARRC. The Federal Reserve
has encouraged financial institutions not to wait for the end of 2021 to make
the transition away from LIBOR. We have established an enterprise wide program
to identify and address all LIBOR transition issues. The goals of the LIBOR
transition program are to:

• Identify and analyze LIBOR-based exposure and develop and execute transition

strategies;

• Review and update near-term strategies and actions for our current

LIBOR-based business currently being written;

• Assess financial impact and risk while planning and executing mitigation

actions;

• Understand and strategically address the current market approach to LIBOR and

SOFR; and

• Determine and execute system and process work to be operationally ready for


    SOFR.



We are also collaborating closely with regulators and industry groups on the
transition. We also expect to leverage recommendations made by the ARRC and ISDA
that are tailored to our specific client segments.

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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 year ended December 31, 2018, to the year ended December 31, 2019 (dollars in millions):


                [[Image Removed: chart-114f880a717a5920a0b.jpg]]

(a) Includes Net income (loss) attributable to noncontrolling interest and

Preferred dividends.




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 among 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. Prior to 2018, $100 of tax-exempt income
would be presented as $154, an amount that, if taxed at the previous statutory
federal income tax rate of 35%, would yield $100.

Figure 1 shows the various components of our balance sheet that affect interest
income and expense, and their respective yields or rates over the past five
years. This figure also presents a reconciliation of TE net interest income to
net interest income reported in accordance with GAAP for each of those years.
The net interest margin, which is an indicator of the profitability of our
earning assets less the cost of funding, is calculated by dividing
taxable-equivalent net interest income by average earning assets.

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                [[Image Removed: chart-fd3bc7ddebc954f3a37.jpg]]
TE net interest income for 2019 was $3.9 billion, and the net interest margin
was 3.04%, compared to TE net interest income of $3.9 billion and a net interest
margin of 3.17% for the prior year. Net interest income for 2019 reflects an
increase in earning asset balances, partially offset by a decline in loan fees
and a lower net interest margin. Additionally, purchase accounting accretion
declined $38 million. The net interest margin was impacted by a lag in deposit
pricing as interest rates moved lower during the second half of 2019. In 2020,
we expect TE net interest income to be up 1% to 3% compared to 2019 and the net
interest margin to be relatively stable compared to the fourth quarter of 2019.
[[Image Removed: chart-a37804bbac7a5ef4882.jpg]][[Image Removed: chart-e26bdbc99b075a5c9f2.jpg]]
(a)  Average deposits for the year ended December 31, 2015, exclude deposits in
                                   foreign office.



Average loans totaled $91.5 billion for 2019, compared to $88.3 billion in 2018.
Commercial loans increased $2.1 billion, reflecting broad-based growth in
commercial and industrial loans, partially offset by declines in commercial
mortgage and construction loans. Consumer loans increased $1.1 billion, driven
by solid growth from Laurel Road, residential mortgage loans, and indirect auto
lending. For 2020, we expect average loans to be up 4% to 6% compared to 2019.

Average deposits totaled $110.0 billion for 2019, an increase of $5.0 billion
compared to 2018, reflecting growth from consumer and commercial relationships.
For 2020, we expect average deposits to be up 1% to 3% compared to 2019.


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Figure 1. Consolidated Average Balance Sheets, Net Interest Income, and


                    Yields/Rates from Continuing Operations

Year ended December 31,                         2019                                    2018
                                  Average                    Yield/       Average                    Yield/
dollars in millions               Balance    Interest (a)   Rate (a)      Balance    Interest (a)   Rate (a)
ASSETS
Loans (b), (c)
Commercial and industrial (d)   $  47,482   $       2,144      4.51 %   $  44,418   $       1,926      4.34 %
Real estate - commercial
mortgage                           13,641             676      4.95        14,267             698      4.90
Real estate - construction          1,485              78      5.24         1,816              90      4.97
Commercial lease financing          4,488             163      3.63         4,534             168      3.70
Total commercial loans             67,096           3,061      4.56        65,035           2,882      4.43
Real estate - residential
mortgage                            6,095             241      3.95         5,473             217      3.97
Home equity loans                  10,634             526      4.95        11,530             547      4.74
Consumer direct loans               2,475             176      7.11         1,782             137      7.66
Credit cards                        1,100             127     11.51         1,092             125     11.40
Consumer indirect loans             4,111             168      4.09         3,426             146      4.27
Total consumer loans               24,415           1,238      5.07        23,303           1,172      5.03
Total loans                        91,511           4,299      4.70        88,338           4,054      4.59
Loans held for sale                 1,411              63      4.48         1,501              66      4.43
Securities available for sale
(b), (e)                           21,362             537      2.51        17,898             409      2.20
Held-to-maturity securities (b)    10,841             262      2.41        12,003             284      2.37
Trading account assets              1,017              32      3.18           893              29      3.25
Short-term investments              2,876              61      2.11         2,450              46      1.86
Other investments (e)                 630              13      2.09           697              21      3.04
Total earning assets              129,648           5,267      4.06       123,780           4,909      3.94
Allowance for loan and lease
losses                               (880 )                                  (878 )
Accrued income and other assets    14,411                                  13,910
Discontinued assets                   984                                   1,212
Total assets                    $ 144,163                               $ 138,024
LIABILITIES
NOW and money market deposit
accounts                        $  63,731             566       .89     $  56,001             297       .53
Savings deposits                    4,740               4       .09         5,704              14       .24
Certificates of deposit
($100,000 or more)(f)               7,757             180      2.32         7,728             139      1.80
Other time deposits                 5,426             103      1.90         5,025              67      1.34
Deposits in foreign office              -               -         -             -               -         -
Total interest-bearing deposits    81,654             853      1.04        74,458             517       .69
Federal funds purchased and
securities sold under
repurchase agreements                 264               2       .66           928              11      1.14
Bank notes and other short-term
borrowings                            730              17      2.31           915              21      2.34
Long-term debt (f), (g)            13,062             454      3.52        12,715             420      3.27
Total interest-bearing
liabilities                        95,710           1,326      1.39        89,016             969      1.09

Noninterest-bearing deposits       28,376                                  30,593
Accrued expense and other
liabilities                         2,456                                   2,071
Discontinued liabilities (g)          984                                   1,212
Total liabilities                 127,526                                 122,892
EQUITY
Key shareholders' equity           16,636                                  15,131
Noncontrolling interests                1                                       1
Total equity                       16,637                                  15,132
Total liabilities and equity    $ 144,163                               $ 138,024
Interest rate spread (TE)                                      2.67 %                                  2.85 %
Net interest income (TE) and
net interest margin (TE)                            3,941      3.04 %                       3,940      3.17 %
Less: TE adjustment (b)                                32                                      31
Net interest income, GAAP basis             $       3,909

$ 3,909

(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 TE

basis using the statutory federal income tax rate in effect that calendar

year.

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

loan balances.

(d) Commercial and industrial average balances include $141 million, $126

million, $117 million, $99 million, and $88 million of assets from commercial

credit cards for the years ended December 31, 2019, December 31, 2018,

December 31, 2017, December 31, 2016, and December 31, 2015, respectively.





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    Figure 1. Consolidated Average Balance Sheets, Net Interest Income, and
              Yields/Rates from Continuing Operations (Continued)
                                                                                                                            Compound Annual Rate of
                 2017                                    2016                                     2015                        Change (2015-2019)
  Average                     Yield/       Average                    Yield/       Average                     Yield/        Average

Balance Interest (a) Rate (a) Balance Interest (a) Rate (a) Balance Interest (a) Rate (a) Balance Interest

$  40,848   $       1,613       3.95 %   $  35,276   $       1,215      3.45 %   $  29,658   $         953       3.21 %         9.9  %       17.6  %
   14,878             687       4.62        11,063             451      4.07         8,020             295       3.68          11.2          18.0
    2,143             103       4.78         1,460              76      5.22         1,143              43       3.73           5.4          12.6
    4,677             185       3.96         4,261             161      3.78         3,976             143       3.60           2.5           2.7
   62,546           2,588       4.14        52,060           1,903      3.66        42,797           1,434       3.35           9.4          16.4
    5,499             214       3.89         3,632             148      4.09         2,244              95       4.21          22.1          20.5
   12,380             536       4.33        11,286             456      4.04        10,503             418       3.98            .2           4.7
    1,765             126       7.12         1,661             113      6.79         1,580             103       6.54           9.4          11.3
    1,055             118      11.15           916              98     10.73           752              81      10.76           7.9           9.4
    3,120             148       4.75         1,593              89      5.58           718              46       6.43          41.8          29.6
   23,819           1,142       4.79        19,088             904      4.74        15,797             743       4.70           9.1          10.8
   86,365           3,730       4.32        71,148           2,807      3.95        58,594           2,177       3.71           9.3          14.6
    1,325              52       3.96           979              34      3.51           959              37       3.85           8.0          11.2
   18,548             369       1.96        16,661             329      1.98        13,720             293       2.14           9.3          12.9
   10,515             222       2.11         6,275             122      1.94         4,936              96       1.95          17.0          22.2
      949              27       2.81           884              23      2.59           761              21       2.80           6.0           8.8
    2,363              26       1.11         4,656              22       .47         2,843               8        .27            .2          50.1
      712              17       2.35           679              16      2.37           706              18       2.63          (2.3 )        (6.3 )
  120,777           4,443       3.67       101,282           3,353      3.31        82,519           2,650       3.21           9.5          14.7
     (865 )                                   (835 )                                  (791 )                                    2.2
   13,807                                   12,090                                  10,298                                      7.0
    1,448                                    1,707                                   2,132                                    (14.3 )
$ 135,167                                $ 114,244                               $  94,158                                      8.9  %

$  54,032             143        .26     $  46,079              87       .19     $  36,258              56        .15          11.9  %       58.8
    6,569              13        .20         3,957               3       .07         2,372               -        .02          14.9             -
    6,233              82       1.31         3,911              48      1.22         2,041              26       1.28          30.6          47.3
    4,698              40        .85         4,088              33       .81         3,115              22        .71          11.7          36.2
        -               -          -             -               -         -           489               1        .23           N/M           N/M
   71,532             278        .39        58,035             171       .30        44,275             105        .24          13.0          52.0
      517               1        .24           487               1       .10           632               -        .04         (16.0 )           -
    1,140              15       1.34           852              10      1.18           572               9       1.52           5.0          13.6
   11,921             319       2.69         9,802             218      2.29         7,332             160       2.24          12.2          23.2
   85,110             613        .72        69,176             400       .58        52,811             274        .52          12.6          37.1
   31,414                                   28,317                                  26,355                                      1.5
    1,970                                    2,393                                   2,222                                      2.0
    1,448                                    1,706                                   2,132                                    (14.3 )
  119,942                                  101,592                                  83,520                                      8.8

   15,224                                   12,647                                  10,626                                      9.4
        1                                        5                                      12                                    (39.2 )
   15,225                                   12,652                                  10,638                                      9.4
$ 135,167                                $ 114,244                               $  94,158                                      8.9  %
                                2.95 %                                  2.73 %                                   2.69 %
                    3,830       3.17 %                       2,953      2.92 %                       2,376       2.88 %                      10.7
                       53                                       34                                      28                                    2.7
            $       3,777                            $       2,919                           $       2,348                                   10.7  %



(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.



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Figure 2 shows how the changes in yields or rates and average balances from the
prior year affected net interest income. The section entitled "Financial
Condition" contains additional discussion about changes in earning assets and
funding sources.
 Figure 2. Components of Net Interest Income Changes from Continuing Operations
                                                                     2019 vs. 2018
                                                        Average
in millions                                              Volume     Yield/ Rate   Net Change(a)
INTEREST INCOME
Loans                                                 $      146   $        99   $        245
Loans held for sale                                           (4 )           1             (3 )
Securities available for sale                                 84            44            128
Held-to-maturity securities                                  (28 )           6            (22 )
Trading account assets                                         4            (1 )            3
Short-term investments                                         9             6             15
Other investments                                             (2 )          (6 )           (8 )
Total interest income (TE)                                   209           149            358
INTEREST EXPENSE
NOW and money market deposit accounts                         46           223            269
Savings deposits                                              (2 )          (8 )          (10 )
Certificates of deposit ($100,000 or more)                     1            40             41
Other time deposits                                            6            30             36
Total interest-bearing deposits                               51           285            336
Federal funds purchased and securities sold under
repurchase agreements                                         (6 )          (3 )           (9 )
Bank notes and other short-term borrowings                    (4 )           -             (4 )
Long-term debt                                                12            22             34
Total interest expense                                        53           304            357
Net interest income (TE)                              $      156   $      (155 ) $          1


(a) The change in interest not due solely to volume or rate has been allocated in

proportion to the absolute dollar amounts of the change in each.

Provision for credit losses


                [[Image Removed: chart-f6d5add2c994570ba6f.jpg]]
Our provision for credit losses was $445 million for 2019, compared to $246
million for 2018. The increase of $199 million in our provision for credit
losses is primarily due to the realization of $139 million from a previously
disclosed fraud loss. In 2020, given a relatively stable economic outlook, we
expect the provision to slightly exceed net loan charge-offs to provide for loan
growth.

Noninterest income

Noninterest income for 2019 was $2.5 billion, compared to $2.5 billion during
2018. Noninterest income represented 38% of total revenue for 2019 and 39% of
total revenue for 2018. In 2020, we expect noninterest income to be up 4% to 6%
compared to 2019.

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


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                          Figure 3. Noninterest Income

[[Image Removed: chart-75c9dcde62e058929dd.jpg]][[Image Removed: chart-bc9a25c04d0f5ab4b9c.jpg]] (a) Other noninterest income includes operating lease income and other leasing

gains, corporate services income, corporate-owned life insurance income,

consumer mortgage income, mortgage servicing fees, and other income. See the

"Consolidated Statements of Income" in Part II, Item 8. Financial Statements

and Supplementary Data of this report.




[[Image Removed: chart-22a410f638655c7e98b.jpg]][[Image Removed: chart-5a25921401a8572da00.jpg]][[Image Removed: chart-fa0e6b1393d0387ed17.jpg]][[Image Removed: chart-ede35eaf5d465c6b9bc.jpg]]
Trust and investment services income
Trust and investment services income consists of brokerage commissions, trust
and asset management commissions, and insurance income. For 2019, trust and
investment services income decreased $24 million, or 4.8%, from the prior year
primarily due to a decrease in insurance commissions as a result of the sale of
KIBS in the second quarter of 2018, which contributed $22 million of income for
2018 prior to the sale.
A significant portion of our trust and investment services income depends on the
value and mix of assets under management. At December 31, 2019, our bank, trust,
and registered investment advisory subsidiaries had assets under management of
$40.8 billion, compared to $36.8 billion at December 31, 2018. The increase from
2018 to 2019 was primarily attributable to the market appreciation during the
year as the market recovered from a decline that occurred during the second half
of 2018.


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                       Figure 4. Assets Under Management
Year ended December 31,                                            Change 2019 vs. 2018
dollars in millions                           2019      2018        Amount  

Percent


Assets under management by investment type:
Equity                                      $ 25,271  $ 21,325  $     3,946        18.5  %
Securities lending                               309       774         (465 )     (60.1 )
Fixed income                                  11,000    10,696          304         2.8
Money market                                   4,253     3,980          273         6.9
Total                                       $ 40,833  $ 36,775  $     4,058        11.0  %



Investment banking and debt placement fees



Investment banking and debt placement fees consist of syndication fees, debt and
equity financing fees, financial advisor fees, gains on sales of commercial
mortgages, and agency origination fees. For 2019, investment banking and debt
placement fees decreased $20 million, or 3.1%, from the prior year due to the
market disruption from the government shutdown that occurred early in 2019.

Service charges on deposit accounts

Service charges on deposit accounts decreased $12 million, or 3.4%, in 2019 compared to the prior year.

Cards and payments income



Cards and payments income, which consists of debit card, consumer and commercial
credit card, and merchant services income, increased $5 million, or 1.9%, in
2019 compared to 2018. This increase was primarily due to higher debit card,
credit card, and merchant fees.

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, mortgage servicing fees, and other income. Other
noninterest income decreased $5 million, or .7%, in 2019 compared to 2018. Other
income was down primarily due to a $78 million gain related to the sale of KIBS
during the second quarter of 2018. Partially offsetting this was an increase in
operating lease income and other leasing gains which was negatively impacted by
a $42 million lease residual loss in the second quarter of 2018, as well as
higher consumer mortgage income and mortgage servicing fees reflecting our
ongoing investment in our residential mortgage business.
Noninterest expense
Noninterest expense for 2019 was $3.9 billion, compared to $4.0 billion for
2018. Figure 5 gives a breakdown of our major categories of noninterest expense
as a percentage of total noninterest expense for the twelve months ended
December 31, 2019. In 2020, we expect noninterest expense to be relatively
stable compared to 2019.

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 5. Noninterest Expense

[[Image Removed: chart-b912ed1fc18f5133a39.jpg]][[Image Removed: chart-2e7e59a4949f5b0783d.jpg]] (a) Other noninterest expense includes equipment, operating lease expense,

marketing, FDIC assessment, intangible asset amortization, OREO expense, net,

and other expense. See the "Consolidated Statements of Income" in Part II,

Item 8. Financial Statements and Supplementary Data of this report.


                [[Image Removed: chart-fa2fa68d022b5129b36.jpg]]

Personnel


As shown in Figure 6, personnel expense, the largest category of our noninterest
expense, decreased by $59 million, or 2.6%, in 2019 compared to 2018. The
decrease reflected the successful implementation of our expense initiatives,
which resulted in a $83 million decrease in salary and contract labor expense.
                          Figure 6. Personnel Expense
Year ended December 31,                                        Change 2019 vs. 2018
dollars in millions                          2019     2018      Amount      Percent
Salaries and contract labor                $ 1,268  $ 1,351  $     (83 )      (6.1 )%
Incentive and stock-based compensation (a)     584      569         15         2.7
Employee benefits                              348      343          5         1.6
Severance                                       50       46          4         7.9
Total personnel expense                    $ 2,250  $ 2,309  $     (59 )      (2.6 )%


(a) Excludes directors' stock-based compensation of $3 million in 2019 and 2018,

reported as "other noninterest expense" in Figure 5.

Net occupancy

Net occupancy expense decreased $15 million, or 4.9%, in 2019 compared to 2018, primarily due to lower depreciation and rental expenses.

Other noninterest expense

Other noninterest expense includes equipment, operating lease expense, marketing, FDIC assessment, intangible asset amortization, OREO expenses, and other miscellaneous expense categories. In total, other noninterest expense decreased $6 million, or .6%, in 2019 compared to 2018. This decline was primarily attributable to the elimination of the FDIC surcharge.


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Income taxes

We recorded a tax provision from continuing operations of $314 million for 2019,
compared to $344 million for 2018. The effective tax rate, which is the
provision for income taxes as a percentage of income from continuing operations
before income taxes, was 15.6% for 2019 and 2018. In 2020, we expect our GAAP
tax rate to be in the range of 17% to 18%.

In 2019, our federal tax expense and effective tax rate differ from the amount
that would be calculated using the federal statutory tax rate; primarily from
investments in tax-advantaged assets, such as corporate-owned life insurance,
tax credits associated with investments in low-income housing projects and
energy related projects, and periodic adjustments to our tax reserves as
described in Note 14 ("Income Taxes").

Business Segments Results



We previously reported our results of operations through two business segments,
Key Community Bank and Key Corporate Bank, with the remaining operations
recorded in Other. In the first quarter of 2019, we underwent a company-wide
organizational change, resulting in the realignment of our businesses into two
reportable business segments, Consumer Bank and Commercial Bank, with the
remaining operations that do not meet the criteria for disclosure as a separate
reportable business recorded in Other. The new business segment structure aligns
with how management reviews performance and makes decisions by client, segment,
and business unit. Prior period information was restated to conform to the new
business segment structure.

This section summarizes the highlights and segment imperatives, market and
business overview, and financial performance of our two major business segments
(operating segments): Consumer Bank and Commercial Bank. Note 25 ("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. Dollars in the charts are presented in millions.

Consumer Bank

Segment imperatives

• Simplification and digitalization to drive growth and operating leverage

• Relationship-based strategy with a focus on financial wellness as a

differentiator

• Deliver ease, value, and expertise to help guide our clients to the right

approach to meet their goals

Market and business overview



As the banking industry moves forward, so do our clients. Anticipating our
clients' needs not only today, but for tomorrow and into the future, has become
one of the biggest challenges for the banking industry. We view these challenges
as an opportunity to help our current client base meet their own goals, as well
as attract new and diverse clients. In an increasingly digital world focused on
specialized convenience, we have made meaningful steps to meet those demands
through new digital portals and the acquisitions of HelloWallet in 2017 and
Laurel Road in 2019. These platforms place us in a strong position to develop
long lasting and meaningful relationships with our current and prospective
clients. Financial wellness is a core tenet of our customer relationships and we
see it in three different ways: diagnose, enhance, and sustain. Our goal is to
get our clients to a place where they can comfortably sustain their current
financial position so we can be there for them when they are ready to grow.
Clients no longer go to a branch to conduct transactions only, they go to seek
advice and gain new perspectives on issues they may be facing. Overall, we have
a passion to help our clients through:

• Ease - enabling simple and clear banking with no surprises

• Value - knowing our clients and valuing each relationship

• Expertise - provide our clients with industry-leading expertise and


    personalized service




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Summary of operations

• Net income attributable to Key of $706 million in 2019, compared to $632

million in 2018, an increase of 11.7%.

• Taxable equivalent net interest income increased in 2019 by $60 million, or

2.6%, from the prior year. The increase in net interest income was primarily

driven by strong balance sheet growth.

• Average loans and leases increased in 2019 by $1.2 billion, or 3.9%, from the

prior year. This was driven by the addition of Laurel Road along with

strength in residential mortgage and indirect auto lending.

• Average deposits increased in 2019 by $3.7 billion, or 5.4%, from the prior

year. This was driven by growth in money market and certificates of deposit,

reflecting Key's relationship strategy.




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• Provision for credit losses increased $41 million in 2019 compared to the

prior year, driven by higher net loan charge-offs and balance sheet growth.

Credit quality in 2019 remained stable to 2018.

• Noninterest income increased in 2019 by $7 million, or .8%, from the prior

year, primarily driven by growth in consumer mortgage income.

• Noninterest expense decreased in 2019 by $71 million, or 3.2%, from the prior

year. The decline reflects the benefit of efficiency initiatives, strong

expense discipline, and the elimination of the FDIC quarterly surcharge. The

decline in expense was partially offset by expenses related to the

acquisition of Laurel Road.

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Commercial Bank

Segment imperatives

• Solve complex client needs through a differentiated product set of banking

and capital markets capabilities

• Drive targeted scale through distinct product capabilities delivered to a

broad set of clients

• Utilize industry expertise and broad capabilities to build relationships with

narrowly targeted client sets

Market and business overview



Building relationships and delivering complex solutions for middle market
clients requires a distinctive operating model that understands their business
and can provide a broad set of product capabilities. As competition for these
clients intensifies, we have positioned the business to maintain and grow our
competitive advantage by building targeted scale in businesses and client
segments. Strong market share in businesses such as real estate loan servicing
and equipment finance highlights our ability to successfully meet customer needs
through targeted scale in distinct product capabilities. Clients expect us to
understand every aspect of their business. Our seven industry verticals are
aligned to drive targeted scale in segments where we have a deep breadth of
industry expertise. Healthcare is the largest sector of the economy and one of
our targeted verticals. Our acquisition of Cain Brothers in 2017 is one example
of how we have expanded our business capabilities to further enhance our
reputation as a trusted advisor to current and prospective clients. Our business
model is positioned to meet our client needs because our focus is not on being a
universal bank, but rather being the right bank for our clients.

Summary of operations

• Net income attributable to Key of $1.1 billion in 2019, compared to $1.1

billion in 2018, an increase of 3.6%.

• Taxable equivalent net interest income decreased in 2019 by $36 million, or

2.2%, from the prior year. The decrease in net interest income was primarily

driven by loan spread compression due to a lower rate environment, lower

purchase accounting accretion, and lower loan fees.

• Average loan and lease balances increased $2.2 billion in 2019, or 3.9%,

compared to the prior year driven by broad-based growth in commercial and

industrial loans.

• Average deposit balances increased $2.5 billion in 2019, or 7.5%, compared to

the prior year, driven by growth in core deposits.




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• Provision for credit losses increased $16 million in 2019 compared to the

prior year, driven by balance sheet growth, lower recoveries, and higher

charge-offs. Net charge-offs to average loans remained well below Key's long

term targeted range.

• Noninterest income increased $62 million in 2019, or 4.7%, from the prior

year. Operating lease income and other leasing gains increased $75 million

from the prior year driven by favorable client activity and a $42 million

lease residual loss in 2018.

• Noninterest expense decreased by $46 million in 2019, or 2.9%, from the prior

year. The decline reflects the benefit of efficiency initiatives, strong

expense discipline, and the elimination of the FDIC quarterly surcharge.

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Financial Condition
Loans and loans held for sale
Figure 10 shows the composition of our loan portfolio at December 31 for each of
the past five years.
                       Figure 10. Composition of Loans
                                    2019                      2018                      2017
December 31,                             Percent                   Percent                   Percent

dollars in millions Amount of Total Amount of Total

      Amount      of Total
COMMERCIAL
Commercial and
industrial (a)             $  48,295        51.0 %   $ 45,753         51.1 %   $ 41,859         48.4 %
Commercial real estate:
Commercial mortgage           13,491        14.3       14,285         15.9       14,088         16.3
Construction                   1,558         1.6        1,666          1.9        1,960          2.3
Total commercial real
estate loans                  15,049        15.9       15,951         17.8       16,048         18.6
Commercial lease
financing (b)                  4,688         5.0        4,606          5.1        4,826          5.6
Total commercial loans        68,032        71.9       66,310         74.0       62,733         72.6
CONSUMER
Real estate -
residential mortgage           7,023         7.4        5,513          6.2        5,483          6.3
Home equity loans             10,274        10.9       11,142         12.4       12,028         13.9
Consumer direct loans          3,513         3.7        1,809          2.0        1,794          2.1
Credit cards                   1,130         1.2        1,144          1.3        1,106          1.3
Consumer indirect loans        4,674         4.9        3,634          4.1        3,261          3.8
Total consumer loans          26,614        28.1       23,242         26.0       23,672         27.4
Total loans (c)            $  94,646       100.0 %   $ 89,552        100.0 %   $ 86,405        100.0 %

                                    2016                      2015
                                         Percent                   Percent
                             Amount      of Total      Amount      of Total
COMMERCIAL
Commercial and
industrial (a)             $  39,768        46.2 %   $ 31,240         52.2 %
Commercial real estate:
Commercial mortgage           15,111        17.6        7,959         13.3
Construction                   2,345         2.7        1,053          1.7
Total commercial real
estate loans                  17,456        20.3        9,012         15.0
Commercial lease
financing (b)                  4,685         5.5        4,020          6.7
Total commercial loans        61,909        72.0       44,272         73.9
CONSUMER
Real estate -
residential mortgage           5,547         6.4        2,242          3.7
Home equity loans             12,674        14.7       10,335         17.3
Consumer direct loans          1,788         2.1        1,600          2.7
Credit cards                   1,111         1.3          806          1.3
Consumer indirect loans        3,009         3.5          621          1.1
Total consumer loans          24,129        28.0       15,604         26.1
Total loans (c)            $  86,038       100.0 %   $ 59,876        100.0 %



(a) Loan balances include $144 million, $132 million, $119 million, $116 million,


    and $85 million of commercial credit card balances at December 31,
    2019, December 31, 2018, December 31, 2017, December 31, 2016, and
    December 31, 2015, respectively.

(b) Commercial lease financing includes receivables held as collateral for a

secured borrowing of $15 million, $10 million, $24 million, $68 million, and

$134 million at December 31, 2019, December 31, 2018, December 31, 2017,

December 31, 2016, and December 31, 2015, 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").

(c) Total loans exclude loans of $865 million at December 31, 2019, $1.1 billion

at December 31, 2018, $1.3 billion at December 31, 2017, $1.6 billion at

December 31, 2016, and $1.8 billion at December 31, 2015, related to the

discontinued operations of the education lending business.




At December 31, 2019, total loans outstanding from continuing operations were
$94.6 billion, compared to $89.6 billion at the end of 2018. 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."
Commercial loan portfolio
Commercial loans outstanding were $68.0 billion at December 31, 2019, an
increase of $1.7 billion, or 2.6%, compared to December 31, 2018, primarily
driven by an increase in commercial and industrial loans.
Figure 11 provides our commercial loan portfolio by industry classification as
of December 31, 2019, and December 31, 2018.

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                    Figure 11. Commercial Loans by Industry
December 31, 2019               Commercial and      Commercial          

Commercial Total commercial Percent of dollars in millions

               industrial        real estate       lease financing            loans              total
Industry classification:
 Agriculture                   $        1,036     $         178     $             112     $            1,326           1.9 %
 Automotive                             2,048               467                    18                  2,533           3.7
 Business products                      1,513               111                    57                  1,681           2.5
 Business services                      3,083               203                   210                  3,496           5.2
 Chemicals                                776                40                    46                    862           1.3
 Construction materials and
contractors                             1,876               238                   244                  2,358           3.5
 Consumer discretionary                 3,646               400                   467                  4,513           6.6
 Consumer services                      4,567               863                   535                  5,965           8.8
 Equipment                              1,428                76                    98                  1,602           2.4
 Finance                                6,186                64                   386                  6,636           9.7
 Healthcare                             3,000             1,564                   331                  4,895           7.2
 Materials manufacturing and
mining                                  1,117                44                    41                  1,202           1.8
 Oil and gas                            2,219                54                    90                  2,363           3.5
 Public exposure                        2,422                24                   706                  3,152           4.6
 Commercial real estate                 5,126            10,469                    12                 15,607          22.9
 Technology                               916                27                   182                  1,125           1.6
 Transportation                         1,298               218                   737                  2,253           3.3
 Utilities                              5,560                 2                   397                  5,959           8.8
 Other                                    478                 7                    19                    504            .7
Total                          $       48,295     $      15,049     $           4,688     $           68,032         100.0 %

December 31, 2018               Commercial and      Commercial         

Commercial Total commercial Percent of dollars in millions

               industrial        real estate       lease financing            loans              total
Industry classification:
Agriculture                    $        1,045     $         176     $             120     $            1,341           2.0 %
Automotive                              2,140               448                    46                  2,634           4.0
Business products                       1,596               127                    50                  1,773           2.7
Business services                       2,779               136                   228                  3,143           4.7
Chemicals                                 933                43                    56                  1,032           1.6
Construction materials and
contractors                             1,756               207                   221                  2,184           3.3
Consumer discretionary                  3,675               516                   489                  4,680           7.1
Consumer services                       3,354               746                   195                  4,295           6.5
Equipment                               1,586                89                    81                  1,756           2.6
Finance                                 5,178               459                   357                  5,994           9.0
Healthcare                              2,999             1,743                   369                  5,111           7.7
Materials manufacturing and
mining                                  1,093                46                    41                  1,180           1.8
Oil and gas                             1,739                51                    57                  1,847           2.8
Public exposure                         2,656                73                 1,054                  3,783           5.7
Commercial real estate                  5,808            10,830                    28                 16,666          25.1
Technology                                996                28                    64                  1,088           1.6
Transportation                          1,377               229                   829                  2,435           3.7
Utilities                               4,357                 4                   321                  4,682           7.1
Other                                     686                 -                     -                    686           1.0
Total                          $       45,753     $      15,951     $           4,606     $           66,310         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
December 31, 2019, and 51% at December 31, 2018. This portfolio is approximately
89% variable rate and consists of loans primarily to large corporate, middle
market, and small business clients.

Commercial and industrial loans totaled $48.3 billion at December 31, 2019, an
increase of $2.5 billion compared to December 31, 2018, driven by increases in
the finance, utilities, oil and gas, and consumer services industries, which
combined accounted for approximately 38% of the total portfolio mix at
December 31, 2019.

Commercial real estate loans. Our commercial real estate lending business
includes both mortgage and construction loans, and is conducted through two
primary sources: our 15-state banking franchise, and KeyBank Real Estate
Capital, a national line of business that cultivates relationships with owners
of commercial real estate located both within and beyond the branch
system. 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
December 31, 2019. Construction loans, which 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, represented 10% of commercial real estate
loans at year end.


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At December 31, 2019, commercial real estate loans totaled $15.0 billion,
comprised of $13.5 billion of mortgage loans and $1.6 billion of construction
loans. Compared to December 31, 2018, this portfolio decreased $902 million,
driven by elevated paydowns as a result of competitive headwinds and strategic
exits.

As shown in Figure 12, 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.

                    Figure 12. Commercial Real Estate Loans
                                                          Geographic Region
                                                                                                                          Percent of                      Commercial
dollars in millions       West      Southwest    Central    Midwest     Southeast     Northeast     National     Total      Total      Construction        Mortgage
December 31, 2019
Nonowner-occupied:
Retail properties       $   133   $        41   $    143   $    155   $       161   $       580   $      124   $  1,337      8.9 %   $             85   $      1,252
Multifamily properties      698           354        767        795         1,205         1,350          225      5,394     35.8                1,189          4,205
Health facilities            76            44        104         93           163           497          405      1,382      9.2                   40          1,342
Office buildings            214             7        293        132           244           725          134      1,749     11.6                   69          1,680
Warehouses                   51            34         51         51            46           238          134        605      4.0                    7            598
Manufacturing
facilities                   36             -         38          4            40            43           54        215      1.4                    5            210
Hotels/Motels                76             -         19          -            12           129           57        293      1.9                    6            287
Residential properties        -             -          -          2             -            98            -        100       .7                    5             95
Land and development         20             5          -          3             2             9            -         39       .3                   34              5
Other                        80             9         71         86            22           259          358        885      5.9                   23            862
Total nonowner-occupied   1,384           494      1,486      1,321         1,895         3,928        1,491     11,999     79.7                1,463         10,536
Owner-occupied              833             4        285        536            71         1,321            -      3,050     20.3                   95          2,955
Total                   $ 2,217   $       498   $  1,771   $  1,857   $     1,966   $     5,249   $    1,491   $ 15,049    100.0 %   $          1,558   $     13,491

Nonowner-occupied:
Nonperforming loans     $     1             -          -   $      7   $         7   $        20   $       52   $     87      N/M     $              2   $         85
Accruing loans past due
90 days or more               -             -          -          2             -            11            -         13      N/M                    1             12
Accruing loans past due
30 through 89 days            1             -          -          7             -             8            -         16      N/M                    2             14
December 31, 2018
Nonowner-occupied:
Retail properties       $   126   $        45   $    142   $    174   $       184   $       674   $      302   $  1,647     10.3 %   $             82   $      1,565
Multifamily properties      452           210        914        608         1,153         1,708          693      5,738     36.0                1,163          4,575
Health facilities            98             -         49         59           153           724          385      1,468      9.2                   20          1,449
Office buildings            270             7        224         90           165           851          119      1,726     10.8                  120          1,605
Warehouses                   66            34         20         47            71           290          203        731      4.6                   48            684
Manufacturing
facilities                   42             -         36          3            25            38           91        235      1.5                   20            215
Hotels/Motels                95             -         19          -             6           204           62        386      2.4                    -            386
Residential properties        3             -          -          3            21           135            -        162      1.0                   53            109
Land and development         17             4          5          2             -            48            -         76       .5                   52             23
Other                        46             9         61         53             4           323          151        647      4.0                   11            636
Total nonowner-occupied   1,215           309      1,470      1,039         1,782         4,995        2,006     12,816     80.3                1,569         11,247
Owner-occupied              837            25        283        493            58         1,439            -      3,135     19.7                   97          3,038
Total                   $ 2,052   $       334   $  1,753   $  1,532   $     1,840   $     6,434   $    2,006   $ 15,951    100.0 %   $          1,666   $     14,285

Nonperforming loans     $     1             -          -   $      8             -   $         7   $       53   $     69      N/M                    -   $         69
Accruing loans past due
90 days or more               -             -          -          2   $        11            11            -         24      N/M     $             12             12
Accruing loans past due
30 through 89 days            -             -   $     11          1             1            23           13         49      N/M                   13             36


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 at December 31, 2019, totaled $26.6 billion, an increase of $3.4 billion, or 14.5%, from one year ago, driven by growth in consumer direct lending as a result of the Laurel Road acquisition, residential mortgage loans, and indirect auto lending.


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The home equity portfolio is comprised of loans originated by our Consumer Bank
within our 15-state footprint and is the largest segment of our consumer loan
portfolio, representing approximately 39% of consumer loans outstanding at year
end.

As shown in Figure 8, we held the first lien position for approximately 61% of
the Consumer Bank home equity portfolio at December 31, 2019, and 60% at
December 31, 2018. 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 original and
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."

                       Figure 13. Consumer Loans by State
                     Real estate -
                      residential       Home equity   Consumer direct                      Consumer
December 31, 2019      mortgage            loans           loans        Credit cards    indirect loans      Total
State
New York          $           1,146   $       2,655   $          548   $         404   $          797   $     5,550
Ohio                            601           1,458              461             247              827         3,594
Washington                    1,126           1,546              252             102                8         3,034
Pennsylvania                    282             677              189              55              477         1,680
Connecticut                   1,029             375               68              26              154         1,652
Oregon                          517             852               94              48                2         1,513
Colorado                        544             428              109              34                2         1,117
Maine                           123             434               71              38              359         1,025
Indiana                         117             412              131              47              118           825
Massachusetts                   257              48               62               6              437           810
Other                         1,281           1,389            1,528             123            1,493         5,814
Total             $           7,023   $      10,274   $        3,513   $       1,130   $        4,674   $    26,614

December 31, 2018
New York          $           1,117   $       2,881   $          402   $         415   $          730   $     5,545
Ohio                            479           1,538              383             252              506         3,158
Washington                      714           1,714              234             104               11         2,777
Connecticut                   1,090             413               30              23              143         1,699
Pennsylvania                    275             726               83              52              276         1,412
Oregon                          366             905               80              47                3         1,401
Colorado                        256             509               76              35                2           878
Massachusetts                   255              50               27               5              341           678
California                       49              27               13               4               38           131
Texas                             1              15                8               4               18            46
Other                           911           2,364              473             203            1,566         5,517
Total             $           5,513   $      11,142   $        1,809   $       1,144   $        3,634   $    23,242




Loan sales

As shown in Figure 14, during 2019, we sold $12.2 billion of our loans. Sales of
loans classified as held for sale generated net gains of $188 million during
2019.


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Figure 14 summarizes our loan sales during 2019 and 2018.



            Figure 14. Loans Sold (Including Loans Held for Sale)
                                                             Commercial
                                             Commercial        Lease        Residential
in millions                   Commercial     Real Estate     Financing      Real Estate     Consumer Direct      Total
                       2019
Fourth quarter              $         50   $       3,138   $        222   $         559                   -   $   3,969
Third quarter                        220           2,600             68             569   $             247       3,704
Second quarter                       154           1,864             96             329                   -       2,443
First quarter                        301           1,536             34             225                   -       2,096
Total                       $        725   $       9,138   $        420   $       1,682   $             247   $  12,212

                       2018
Fourth quarter              $        157   $       4,918   $        104   $         331                   -   $   5,510
Third quarter                        247           2,242             52             302                   -       2,843
Second quarter                       253           2,266            144             308                   -       2,971
First quarter                        141           2,251             66             284                   -       2,742
Total                       $        798   $      11,677   $        366   $       1,225                   -   $  14,066

Figure 15 shows loans that are either administered or serviced by us but not recorded on the balance sheet; this includes loans that were sold.


                  Figure 15. Loans Administered or Serviced
December 31,
in millions                     2019       2018       2017       2016       

2015


Commercial real estate loans $ 347,186  $ 291,158  $ 238,718  $ 218,135  $ 211,274
Residential mortgage             6,146      5,209      4,582      4,198          -
Education loans                    625        766        932      1,122      1,339

Commercial lease financing 1,047 916 862 899


   932
Commercial loans                   591        549        488        418        335
Consumer direct                  2,243          -          -          -          -
Total                        $ 357,838  $ 298,598  $ 245,582  $ 224,772  $ 213,880




In the event of default by a borrower, we are subject to recourse with respect
to approximately $4.9 billion of the $358 billion of loans administered or
serviced at December 31, 2019. Additional information about this recourse
arrangement is included in Note 22 ("Commitments, 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 "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 9 ("Mortgage Servicing Assets").

Maturities and sensitivity of certain loans to changes in interest rates



Figure 16 shows the remaining maturities of certain commercial and real estate
loans, and the sensitivity of those loans to changes in interest rates. At
December 31, 2019, approximately 27% of these outstanding loans were scheduled
to mature within one year.

 Figure 16. Remaining Maturities and Sensitivity of Certain Loans to Changes in
                                 Interest Rates
December 31, 2019
in millions                           Within One Year       One - Five Years       Over Five Years        Total
Commercial and industrial           $            12,529   $             28,246   $             7,520   $    48,295
Real estate - construction                          896                    532                   130         1,558
Total                               $            13,425   $             28,778   $             7,650   $    49,853
Loans with floating or adjustable
interest rates (a)                                        $             25,631   $             4,602   $    30,233
Loans with predetermined interest
rates (b)                                                                3,147                 3,048         6,195
Total                                                     $             28,778   $             7,650   $    36,428

(a) Floating and adjustable rates vary in relation to other interest rates (such

as the base lending rate) or a variable index that may change during the term

of the loan.

(b) Predetermined interest rates either are fixed or may change during the term


    of the loan according to a specific formula or schedule.



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Securities


Our securities portfolio totaled $31.9 billion at December 31, 2019, compared to
$30.9 billion at December 31, 2018. Available-for-sale securities were $21.8
billion at December 31, 2019, compared to $19.4 billion at December 31, 2018.
Held-to-maturity securities were $10.1 billion at December 31, 2019, compared to
$11.5 billion at December 31, 2018.
As shown in Figure 17, 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 cost for the held-to-maturity portfolio.
For more information about these securities, see Note 6 ("Fair Value
Measurements") under the heading "Qualitative Disclosures of Valuation
Techniques," and Note 7 ("Securities").
                Figure 17. Mortgage-Backed Securities by Issuer
December 31,
in millions    2019      2018
FHLMC        $  5,115  $  7,048
FNMA           12,308    10,076
GNMA           14,112    13,637

Total (a) $ 31,535 $ 30,761

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

portfolios.

[[Image Removed: chart-7c3284d0279b5e11980.jpg]][[Image Removed: chart-e075ac0b6457556eae9.jpg]] 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. These mortgage securities
generate interest income, serve as collateral to support certain pledging
agreements, and provide liquidity value under regulatory requirements.

We periodically evaluate our securities available-for-sale portfolio in light of
established A/LM objectives, changing market conditions that could affect the
profitability of the portfolio, the regulatory environment, and the level of
interest rate risk to which we are exposed. These evaluations may cause us to
take steps to adjust our overall balance sheet positioning.

In addition, the size and composition of our securities available-for-sale
portfolio could vary with our needs for liquidity and the extent to which we are
required (or elect) to hold these assets as collateral to secure public funds
and trust deposits. Although we generally use debt securities for this purpose,
other assets, such as securities purchased under resale agreements or letters of
credit, are used occasionally when they provide a lower cost of collateral or
more favorable risk profiles.

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Our investing activities continue to complement other balance sheet developments
and provide for our ongoing liquidity management needs. Our actions to not
reinvest the monthly security cash flows at various times served to provide the
liquidity necessary to address our funding requirements. These funding
requirements included ongoing loan growth and occasional debt maturities. At
other times, we may make additional investments that go beyond the replacement
of maturities or mortgage security cash flows as our liquidity position and/or
interest rate risk management strategies may require. Lastly, our focus on
investing in high quality liquid assets, including GNMA-related securities, is
related to liquidity management strategies to satisfy regulatory requirements.

Figure 18 shows the composition, TE 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 7 ("Securities").



                    Figure 18. Securities Available for Sale
                                                                        Agency
                                                                      Residential
                             U.S. Treasury,                         Collateralized      Agency Residential      Agency Commercial
                              Agencies, and  States and Political      Mortgage          Mortgage-backed         Mortgage-backed        Other                      Weighted-Average
dollars in millions           Corporations       Subdivisions       Obligations(a)      Securities(a),(b)         Securities(a)       Securities       Total           Yield(b)
December 31, 2019
Remaining maturity:
One year or less             $         294   $              4      $           182   $                    3                     -   $         11   $        494            2.12 %
After one through five years            40                  -               11,923                    1,339   $             4,184              -         17,486            2.46
After five through ten years             -                  -                  678                      365                 2,813              -          3,856            2.82
After ten years                          -                  -                    -                        7                     -              -              7            3.07
Fair value                   $         334   $              4      $        12,783   $                1,714   $             6,997   $         11   $     21,843               -
Amortized cost                         334                  4               12,772                    1,677                 6,898              7         21,692            2.52 %
Weighted-average yield (b)            1.86 %             5.52 %               2.34 %                   2.76 %                2.81 %            -           2.52 %             -
Weighted-average maturity         .7 years           .8 years            3.3 years                4.1 years             5.0 years       .5 years      3.9 years               -
December 31, 2018
Fair value                   $         147   $              7      $        13,962   $                2,105   $             3,187   $         20   $     19,428               -
Amortized cost                         150                  7               14,315                    2,128                 3,300             17         19,917            2.46 %

(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

in effect that calendar year.





Held-to-maturity securities
Federal Agency CMOs and mortgage-backed securities constitute essentially all of
our held-to-maturity securities. The remaining balance comprises asset-back
securities and foreign bonds. Figure 19 shows the composition, yields, and
remaining maturities of these securities.
                     Figure 19. Held-to-Maturity Securities
                       Agency
                    Residential         Agency
                   Collateralized     Residential      Agency Commercial
dollars in            Mortgage      Mortgage-backed     Mortgage-backed                                    Other                      Weighted-Average
millions           Obligations(a)    Securities(a)       Securities(a)     

Asset-backed securities      Securities        Total          Yield(b)
December 31, 2019
Remaining
maturity:
One year or less  $          59                -                       -   $                 3        $          4     $        66            1.95 %
After one through
five years                4,970    $         162     $             2,022                     8                  11           7,173            2.35
After five
through ten years           663              247                   1,918                     -                   -           2,828            2.64
After ten years               -                -                       -                     -                   -               -               -
Amortized cost    $       5,692    $         409     $             3,940   $                11        $         15     $    10,067            2.43 %
Fair value                5,666              415                   4,009                    11                  15          10,116               -
Weighted-average
yield(b)                   2.12 %           2.63 %                  2.86 %                2.48 %              3.29 %          2.43 %             -
Weighted-average
maturity              3.5 years        5.5 years               5.5 years              .4 years           1.9 years       4.4 years               -
December 31, 2018
Amortized cost    $       7,021    $         490     $             3,996                     -        $         12     $    11,519            2.41 %
Fair value                6,769              476                   3,865                     -                  12          11,122               -

(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


    in effect that calendar year.



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Deposits and other sources of funds


             Figure 20. Breakdown of Deposits at December 31, 2019
[[Image Removed: chart-d08dd3c442a0546d96c.jpg]][[Image Removed: chart-6d28972dc72e579aa06.jpg]]Deposits
are our primary source of funding. At December 31, 2019, our deposits totaled
$111.9 billion, an increase of $4.6 billion, compared to December 31, 2018. The
increase in deposits compared to the prior year reflects our strategy to acquire
and expand client relationships.

Wholesale funds, consisting of short-term borrowings and long-term debt, totaled
$13.5 billion at December 31, 2019, compared to $14.6 billion at December 31,
2018. The decrease from the prior year reflects a shift in funding mix stemming
from strong deposit growth.
Figure 21 shows the maturity distribution of time deposits of $100,000 or more.

Figure 21. Maturity Distribution of Time Deposits of $100,000 or More December 31, 2019 in millions

                      Total
Remaining maturity:
Three months or less            $ 1,748
After three through six months    1,727
After six through twelve months   2,209
After twelve months                 914
Total                           $ 6,598




Capital

The objective of management of capital is to maintain capital levels consistent
with our risk appetite and sufficient in size to operate within a wide range of
operating environments. We have identified three primary uses of capital:

1. Investing in our businesses, supporting our clients, and loan growth;

2. Maintaining or increasing our Common Share dividend; and

3. Returning capital in the form of Common Share repurchases to our

shareholders.





The following sections discuss certain ways we have deployed our capital. For
further information, see the Consolidated Statements of Changes in Equity and
Note 24 ("Shareholders' Equity").

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[[Image Removed: chart-a4afe8a868f15bc3b38.jpg]][[Image Removed: chart-9254212dca905597be5.jpg]] (a) Common Share repurchases were suspended during the third quarter of 2015 due

to the then pending merger with First Niagara. We resumed our Common Share


    repurchase program during the third quarter of 2016 upon the completion of
    the First Niagara merger.


Dividends


Consistent with our 2018 capital plan, the Board declared a quarterly dividend
of $.170 per Common Share for the first and second quarters of 2019. The Board
declared a quarterly dividend of $.185 per Common Share for the third and fourth
quarters of 2019, consistent with our 2019 capital plan. These quarterly
dividend payments brought our annual dividend to $.71 per Common Share for 2019.
Common Shares outstanding
Our Common Shares are traded on the NYSE under the symbol KEY with 32,943
holders of record at February 21, 2020. Our book value per Common Share was
$15.54 based on 977.2 million shares outstanding at December 31, 2019, compared
to $13.90 based on 1.020 billion shares outstanding at December 31, 2018. At
December 31, 2019, our tangible book value per Common Share was $12.56, compared
to $11.14 at December 31, 2018.
Figure 35 in the section entitled "Fourth Quarter Results" shows per Common
Share earnings and dividends paid by quarter for each of the last two years.
Figure 22 shows activities that caused the change in our outstanding Common
Shares over the past two years.
                Figure 22. Changes in Common Shares Outstanding
                                                             2019 Quarters
in thousands                        2019      Fourth     Third       Second      First        2018
Shares outstanding at beginning
of period                        1,019,503   988,538   1,003,114   1,013,186   1,019,503   1,069,084
Common Shares repurchased          (50,247 ) (12,968 )   (15,076 )   (10,412 )   (11,791 )   (56,292 )
Shares reissued (returned) under
employee benefit plans               7,933     1,619         500         340       5,474       6,711
Shares outstanding at end of
period                             977,189   977,189     988,538   1,003,114   1,013,186   1,019,503



During 2019, Common Shares outstanding decreased by 42.3 million shares due to
Common Share repurchases under our 2018 and 2019 capital plans.
At December 31, 2019, we had 279.5 million treasury shares, compared to 237.2
million treasury shares at December 31, 2018. Going forward, we expect to
reissue treasury shares as needed in connection with stock-based compensation
awards and for other corporate purposes.
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 December 31, 2019. 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 the "Supervision and regulation" section of Item 1 of this report.
Our shareholders' equity to assets ratio was 11.75% at December 31, 2019,
compared to 11.17% at December 31, 2018. Our tangible common equity to tangible
assets ratio was 8.64% at December 31, 2019, compared to 8.30% at December 31,
2018. The new minimum capital and leverage ratios under the Regulatory Capital
Rules together with the estimated ratios of KeyCorp at December 31, 2019,
calculated on a fully phased-in basis, are set forth under the heading "Basel
III" in the "Supervision and Regulation" section in Item 1 of this report.

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Figure 23 represents the details of our regulatory capital positions at December 31, 2019, and December 31, 2018, under the Regulatory Capital Rules. Information regarding the regulatory capital ratios of KeyCorp's banking subsidiaries is presented in Note 24 ("Shareholders' Equity").


             Figure 23. Capital Components and Risk-Weighted Assets
December 31,
dollars in millions                                            2019         

2018


COMMON EQUITY TIER 1
Key shareholders' equity (GAAP)                           $     17,038   $  

15,595


Less: Preferred Stock (a)                                        1,856      

1,421

Common Equity Tier 1 capital before adjustments and


      deductions                                                15,182     

14,174


Less: Goodwill, net of deferred taxes                            2,584          2,455
      Intangible assets, net of deferred taxes                     207            250
      Deferred tax assets                                            9              9
      Net unrealized gains (losses) on available-for-sale
      securities, net of deferred taxes                            115           (372 )
      Accumulated gains (losses) on cash flow hedges, net
      of deferred taxes                                            250            (78 )
      Amounts in AOCI attributed to pension and
      postretirement benefit costs, net of deferred taxes         (339 )         (381 )
      Total Common Equity Tier 1 capital                        12,356         12,291
TIER 1 CAPITAL
Common Equity Tier 1                                            12,356      

12,291

Additional Tier 1 capital instruments and related surplus 1,856


    1,421
Less: Deductions                                                     -              -
      Total Tier 1 capital                                      14,212         13,712
TIER 2 CAPITAL
Tier 2 capital instruments and related surplus                   1,546      

1,279

Allowance for losses on loans and liability for losses on lending-related commitments (b)

                                    978            962
Less: Deductions                                                     -              -
      Total Tier 2 capital                                       2,524          2,241
      Total risk-based capital                            $     16,736   $     15,953

RISK-WEIGHTED ASSETS
Risk-weighted assets on balance sheet                     $    102,441   $  

98,232


Risk-weighted off-balance sheet exposure                        27,303      

24,593


Market risk-equivalent assets                                    1,121      

963


      Gross risk-weighted assets                               130,865     

123,788


Less: Excess allowance for loan and lease losses                     -      

-


      Net risk-weighted assets                            $    130,865   $ 

123,788


AVERAGE QUARTERLY TOTAL ASSETS                            $    143,910   $    138,689

CAPITAL RATIOS
Tier 1 risk-based capital                                        10.86 %        11.08 %
Total risk-based capital                                         12.79          12.89
Leverage (c)                                                      9.88           9.89
Common Equity Tier 1                                              9.44           9.93



(a) Net of capital surplus.

(b) 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 $10 million and

$14 million of allowance classified as "discontinued assets" on the balance

sheet at December 31, 2019, and December 31, 2018, respectively.

(c) 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.




Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Off-balance sheet arrangements
We are party to various types of off-balance sheet arrangements, which could
lead to contingent liabilities or risks of loss that are not reflected on the
balance sheet.
Variable interest entities
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 impact 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). Additional information regarding the nature of VIEs and our
involvement with them is included in Note 1 ("Summary of Significant Accounting
Policies") under the heading "Principles of Consolidation and Basis of
Presentation" and in Note 13 ("Variable Interest Entities").

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Commitments to extend credit or funding
Loan commitments provide for financing on predetermined terms as long as the
client continues to meet specified criteria. These commitments generally carry
variable rates of interest and have fixed expiration dates or other termination
clauses. We typically charge a fee for our loan commitments. Since a commitment
may expire without resulting in a loan or being fully utilized, the total amount
of an outstanding commitment may significantly exceed any related cash outlay.
Further information about our loan commitments at December 31, 2019, is
presented in Note 22 ("Commitments, Contingent Liabilities, and Guarantees")
under the heading "Commitments to Extend Credit or Funding." Figure 24 shows the
remaining contractual amount of each class of commitment to extend credit or
funding. For loan commitments and commercial letters of credit, this amount
represents our maximum possible accounting loss on the unused commitment if the
borrower were to draw upon the full amount of the commitment and subsequently
default on payment for the total amount of the then outstanding loan.

Other off-balance sheet arrangements
Other off-balance sheet arrangements include financial instruments that do not
meet the definition of a guarantee in accordance with the applicable accounting
guidance, and other relationships, such as liquidity support provided to
asset-backed commercial paper conduits, indemnification agreements and
intercompany guarantees. Information about such arrangements is provided in Note
22 under the heading "Other Off-Balance Sheet Risk."
Contractual obligations
Figure 24 summarizes our significant contractual obligations, and
lending-related and other off-balance sheet commitments at December 31, 2019, by
the specific time periods in which related payments are due or commitments
expire.
   Figure 24. Contractual Obligations and Other Off-Balance Sheet Commitments

December 31, 2019                                            After 1        After 3
in millions                                   Within 1      through 3      through 5      After 5
                                                year          years          years         years       Total
Contractual obligations:(a)
Deposits with no stated maturity             $  100,218              -              -            -   $ 100,218
Time deposits of $100,000 or more                 5,684   $        873   $         31   $       10       6,598
Other time deposits                               4,078            867             93           16       5,054
Federal funds purchased and securities sold
under repurchase agreements                         387              -              -            -         387
Bank notes and other short-term borrowings          705              -              -            -         705
Long-term debt                                    1,010          5,970            525        4,943      12,448
Noncancellable operating leases                     149            259            189          278         875
Liability for unrecognized tax benefits              19              -              -            -          19
Purchase obligations (b)                            200            225             94           18         537
Total                                        $  112,450   $      8,194   $        932   $    5,265   $ 126,841
Lending-related and other off-balance sheet
commitments:
Commercial, including real estate            $   15,647   $     14,480   $     16,922   $    1,235   $  48,284
Home equity                                         436            800            618        8,091       9,945
Credit cards                                      6,560              -              -            -       6,560
Purchase cards                                      729              -              -            -         729
Commercial letters of credit                         37             47              7            -          91
Principal investing commitments                      20              1              -            -          21
Tax credit investment commitments                   547              -              -            -         547
Total                                        $   23,976   $     15,328   $     17,547   $    9,326   $  66,177

(a) Deposits and borrowings exclude interest.

(b) Includes purchase obligations for goods and services covered by


    noncancellable contracts and contracts including cancellation fees.



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Guarantees


We are a guarantor in various agreements with third parties. As guarantor, we
may be contingently liable to make payments to the guaranteed party based on
changes in a specified interest rate, foreign exchange rate or other variable
(including the occurrence or nonoccurrence of a specified event). These
variables, known as underlyings, may be related to an asset or liability, or
another entity's failure to perform under a contract. Additional information
regarding these types of arrangements is presented in Note 22 ("Commitments,
Contingent Liabilities, and Guarantees") under the heading "Guarantees."
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 shown in the following chart, and we
manage such risks across the entire enterprise to maintain safety and soundness
and maximize profitability. Certain of these risks are defined and discussed in
greater detail in the remainder of this section.
                      [[Image Removed: riskcyclea03.jpg]]

Federal banking regulators continue to emphasize with financial institutions the
importance of relating capital management strategy to the level of risk at each
institution. We believe our internal risk management processes help us achieve
and maintain capital levels that are commensurate with our business activities
and risks, and conform to regulatory expectations. The table below depicts our
risk management hierarchy and associated responsibilities and activities of each
group.

[[Image Removed: riskmgmthierarchy2019revised.jpg]]


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Group Overview and Responsibilities Activities Board of -

                                   -
Directors  Oversight capacity                  Understands Key's risk 

philosophy


           -                                   -
           Ensure Key's risks are managed in a Approves the risk appetite
           manner that is not only effective   -
           and balanced, but also has a        Inquires about risk 

practices


           fiduciary duty to the shareholders  -
                                               Reviews the portfolio of risks
                                               -
                                               Compares the actual risks to the
                                               risk appetite
                                               -
                                               Is apprised of significant risks,
                                               both actual and emerging, and
                                               determines whether management is
                                               responding appropriately
                                               -
                                               Challenges management and ensures
                                               accountability
Board of   -                                   -
Directors  Oversight of financial statement    Meets with management and approves
Audit      integrity, regulatory and legal     significant policies relating to
Committee  requirements, independent auditors' the risk areas overseen by the
(a)        qualifications and independence,    Audit Committee
           and the performance of the internal -
           audit function and independent      Receives reports on 

enterprise risk


           auditors                            -
           -                                   Meets bi-monthly
           Financial reporting, legal matters, -
           and fraud risk                      Convenes to discuss the content of
                                               our financial disclosures and
                                               quarterly earnings releases
Board of   -                                   -
Directors  Assist the Board in oversight of    Reviews and provides oversight of
Risk       strategies, policies, procedures,   management's activities related to
Committee  and practices relating to the       the enterprise-wide risk management
(a)        assessment and management of        framework, which includes an annual
           enterprise-wide risk, including     review of the ERM Policy, 

including


           credit, market, liquidity, model,   the Risk Appetite Statement, and
           operational, compliance,            management and ERM reports
           reputation, and strategic risks     -
           -                                   Approves any material

changes to


           Assist the Board in overseeing      the charter of the ERM

Committee


           risks related to capital adequacy,  and significant policies 

relating


           capital planning, and capital       to risk management, including
           actions                             corporate risk tolerances for major
                                               risk categories
ERM        -                                   -

Committee Chaired by the Chief Executive Approves and manages the


           Officer and comprising other senior risk-adjusted capital

framework we


           level executives                    use to manage risks
           -
           Manage risk and ensure that the
           corporate risk profile is managed
           in a manner consistent with our
           risk appetite
           -
           Oversees the ERM Program, which
           encompasses our risk philosophy,
           policy, framework, and governance
           structure for the management of
           risks across the entire company
Disclosure -                                   -

Committee Includes representatives from each Convenes quarterly to discuss the


           of the Three Lines of Defense       content of our 10-Q and 10-K
           -
           Meets quarterly to review recent
           internal and external events to
           determine whether all appropriate
           disclosures have been made in
           reports filed with the SEC
Tier 2     -                                   -

Risk Include attendees from each of the Supports the ERM Committee by Governance Three Lines of Defense

              identifying early warning 

events


Committees -                                   and trends, escalating emerging
           The First Line of Defense is the    risks, and discussing
           line of business primarily          forward-looking assessments
           responsible to accept, own,
           proactively identify, monitor, and
           manage risk
           -
           The Second Line of Defense
           comprises Risk Management
           representatives who provide
           independent, centralized oversight
           over all risk categories by
           aggregating, analyzing, and
           reporting risk information
           -
           Risk Review, our internal audit
           function, provides the Third Line
           of Defense. Its role is to provide
           independent assessment and testing
           of the effectiveness of,
           appropriateness of, and adherence
           to KeyCorp's risk management
           policies, practices, and controls
Chief Risk -                                   -
Officer    Ensure that relevant risk           Provides input into 

performance and


           information is properly integrated  compensation decisions
           into strategic and business         -
           decisions                           Assesses aggregate 

enterprise risk


           -                                   -
           Ensure appropriate ownership of     Monitors capabilities to manage
           risks                               critical risks
                                               -
                                               Executes appropriate Board and
                                               stakeholder reporting

(a) The Audit and Risk Committees meet jointly, as appropriate, to discuss

matters that relate to each committee's responsibilities. Committee

chairpersons routinely meet with management during interim months to plan

agendas for upcoming meetings and to discuss emerging trends and events that

have transpired since the preceding meeting. All members of the Board receive

formal reports designed to keep them abreast of significant developments

during the interim months.

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" and Note 6 ("Fair Value
Measurements") in this report.


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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 exposures. At December 31, 2019, 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.

Management of trading market risks. 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.

The MRM, as the second line of defense, is an independent risk management
function that partners with the lines of business to identify, measure, and
monitor market risks throughout our company. The MRM is responsible for ensuring
transparency of significant market risks, monitoring compliance with established
limits, and escalating limit exceptions to appropriate senior management. The
various business units and trading desks are responsible for ensuring that
market risk exposures are well-managed and prudent. Market risk is monitored
through various measures, such as VaR, and through routine stress testing,
sensitivity, and scenario analyses. The MRM conducts stress tests for each
position using historical worst case and standard shock scenarios. VaR, stressed
VaR, and other analyses are prepared daily and distributed to appropriate
management.

Covered positions. We monitor the market risk of our covered positions as
defined in the Market Risk Rule, which includes all of our trading positions as
well as all foreign exchange and commodity positions, regardless of whether the
position is in a trading account. Key's covered positions may also include
mortgage-backed and asset-backed securities that may be identified as
securitization positions or re-securitization positions under the Market Risk
Rule. The MRM as well as the LOB that trades securitization positions monitor
the positions, the portfolio composition and the risks identified in this
section on a daily basis consistent with the Market Risk policies and
procedures. At December 31, 2019, covered positions did not include any
re-securitization positions. Instruments that are used to hedge nontrading
activities, such as bank-issued debt and loan portfolios, equity positions that
are not actively traded, and securities financing activities, do not meet the
definition of a covered position. The MRM is responsible for identifying our
portfolios as either covered or non-covered. The Covered Position Working Group
develops the final list of covered positions, and a summary is provided to the
Market Risk Committee.

Our significant portfolios of covered positions are detailed below. We analyze
market risk by portfolios of covered positions and do not separately measure and
monitor our portfolios by risk type. The descriptions below incorporate the
respective risk types associated with each of these portfolios.

• Fixed income includes those instruments associated with our capital markets

business and the trading of securities as a dealer. These instruments may

include positions in municipal bonds, bonds backed by the U.S. government,


    agency and corporate bonds, certain mortgage-backed and asset-backed
    securities, securities issued by the U.S. Treasury, money markets, and
    certain CMOs. The activities and instruments within the fixed income
    portfolio create exposures to interest rate and credit spread risks.

• Interest rate derivatives include interest rate swaps, caps, and floors,

which are transacted primarily to accommodate the needs of commercial loan

clients. In addition, we enter into interest rate derivatives to offset or

mitigate the interest rate risk related to the client positions. The

activities within this portfolio create exposures to interest rate risk.





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.

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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. 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 cancelable 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.

The VaR model is an effective tool in estimating ranges of possible gains and
losses on our positions. However, there are limitations inherent in the VaR
model since it uses historical results over a given time interval to estimate
future performance. Historical results may not be indicative of future results,
and changes in the market or composition of our portfolios could have a
significant impact on the accuracy of the VaR model. We regularly review and
enhance the modeling techniques, inputs, and assumptions used. Our market risk
policy includes the independent validation of our VaR model by Key's internal
model validation group on an annual basis. The Model Risk Committee oversees the
Model Validation Program, and results of validations are discussed with the ERM
Committee.

Actual losses for the total covered positions did not exceed aggregate daily VaR
on any day during the quarters ended December 31, 2019, and December 31, 2018.
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 $.9 million at December 31, 2019, and $.8 million at
December 31, 2018. Figure 25 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 December 31, 2019, and December 31, 2018.

         Figure 25. VaR for Significant Portfolios of Covered Positions
                                                                  2019                                                                                   2018
                                          Three months ended December 31,                                                        Three months ended December 31,
in millions                               High                      Low          Mean         December 31,                       High                     Low          Mean         December 31,
Trading account assets:
Fixed income              $           1.2                       $       .6   $        .9   $              .8     $          .8                        $       .3   $        .6   $               .6
Derivatives:
Interest rate             $            .1                               .1   $        .1   $              .1     $          .2                                .1   $        .1   $               .1



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 $5.1
million at December 31, 2019, and at December 31, 2018. Figure 26 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
December 31, 2019, and December 31, 2018.

    Figure 26. Stressed VaR for Significant Portfolios of Covered Positions
                                                           2019                                                                         2018
                                    Three months ended December 31,                                              Three months ended December 31,
in millions                           High                   Low        Mean       December 31,                    High                   Low        Mean       December 31,
Trading account assets:
Fixed income            $        5.7                     $     3.2   $     4.5   $           4.3     $        5.6                     $     3.6   $     4.6   $           3.9
Derivatives:
Interest rate           $        1.2                     $      .2   $      .4   $            .7     $         .9                     $      .5   $      .6   $            .6


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


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component, stressed VaR component, a de minimis exposure amount, and a specific
risk add-on including the securitization positions. The aggregate market value
of the securitization positions as defined by the Market Risk Rule was $44.9
million at December 31, 2019. This amount included $16.3 million of
mortgage-backed securities positions and $28.6 million of asset-backed
securities positions. 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
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 non-parallel 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.

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 results
of this simulation analysis reflect management's desired interest rate risk
positioning. 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 over the next 12 months (subject to a 25 basis
point floor in rates).


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Figure 27 presents the results of the simulation analysis at December 31, 2019,
and December 31, 2018. At December 31, 2019, our simulated impact to changes in
interest rates was modest. The asset sensitive position declined from 2018 as a
result of hedging actions executed to guide the position closer to neutral over
time. Tolerance levels for risk management require the development of
remediation plans to maintain residual risk within tolerance if simulation
modeling demonstrates that a gradual, parallel 200 basis point increase or 200
basis point decrease (subject to a 25 basis point floor in rates) in interest
rates over the next 12 months would adversely affect net interest income over
the same period by more than 5.5%. Current modeled exposure is within Board
approved tolerances.

               Figure 27. Simulated Change in Net Interest Income
                                                  December 31, 2019      December 31, 2018
Basis point change assumption (short-term rates)     -150        +200       -200        +200
Tolerance level                                     -5.50  %    -5.50 %    -5.50  %    -5.50 %
Interest rate risk assessment                       -2.47  %    -1.45 %    

-4.89 % 2.22 %





Simulation analysis produces a sophisticated estimate of interest rate exposure
based on assumptions input into the model. We tailor certain assumptions to the
specific interest rate environment and yield curve shape being modeled and
validate those assumptions on a regular basis. However, actual results may
differ from those derived in simulation analysis 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, and repercussions from unanticipated
or unknown events.

We also perform regular stress tests and sensitivity analyses on the model
inputs that could materially change the resulting risk assessments. Assessments
are performed using different shapes of the yield curve, including steepening or
flattening of the yield 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
27. Net interest income is highly dependent on the timing, magnitude, frequency,
and path of interest rate increases 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 95 basis
points.

Our 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 our interest rate risk profile.

We also conduct simulations 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 manner similar to those based on a 12-month horizon. To capture longer-term exposures, we calculate exposures to changes of the EVE 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 200 basis point 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.  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 our
expectations. We develop remediation plans that would maintain

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residual risk within tolerance if this analysis indicates that our EVE will decrease by more than 15% in response to an immediate increase or decrease in interest rates. We are operating within these guidelines as of December 31, 2019.



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

Figure 28 shows all derivative positions that we hold for A/LM purposes. The
swap 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 as we adjust our
broader A/LM objectives and the balance sheet positions to be hedged. For more
information about how we use interest rate swaps to manage our risk profile, see
Note 8 ("Derivatives and Hedging Activities").

Figure 28. Portfolio Swaps and Options by Interest Rate Risk Management Strategy
                                            December 31, 2019
                                                          Weighted-Average             December 31, 2018
                           Notional     Fair         Maturity Receive    Pay           Notional        Fair
dollars in millions         Amount      Value        (Years)    Rate     Rate           Amount         Value
Receive fixed/pay
variable - conventional
A/LM (a)                  $  19,270   $   312             2.1    2.3 %    1.7 %   $     10,720       $   (87 )
Receive fixed/pay
variable - conventional
debt                          8,189       240             3.2    2.2      1.7            9,923            (7 )
Receive fixed/pay
variable - forward A/LM       3,400        32             1.9    1.9      1.8            3,050            45
Pay fixed/receive
variable - conventional
debt                             50        (7 )           8.5    2.1      3.6               50            (4 )
Total portfolio swaps     $  30,909   $   577   (c)       2.4    2.2 %    1.7 %   $     23,743       $   (53 ) (c)

Floors - conventional
A/LM - purchased (b)      $   4,200   $   149             2.0      -        -     $      4,760             -
Floors - conventional
A/LM - sold (b)               3,900       (15 )           2.0      -        -                -             -
Total floors              $   8,100   $   134             2.0      -        -     $      4,760             -


(a) Portfolio swaps designated as A/LM are used to manage interest rate risk tied

to both assets and liabilities.

(b) Conventional A/LM floors do not have a stated receive rate or pay rate and

are given a strike price on the option.

(c) Excludes accrued interest of $543 million and $114 million at December 31,

2019, and December 31, 2018, respectively.




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.
Governance structure
We manage liquidity for all of our affiliates on an integrated basis. This
approach considers the unique funding sources available to each entity, as well
as each entity's capacity to manage through adverse conditions. The approach
also recognizes that adverse market conditions or other events that could
negatively affect the availability or cost of liquidity will affect the access
of all affiliates to sufficient wholesale funding.
The management of consolidated liquidity risk is centralized within Corporate
Treasury. Oversight and governance is provided by the Board, the ERM Committee,
the ALCO, and the Chief Risk Officer. The Asset Liability Management Policy
provides the framework for the oversight and management of liquidity risk and is
administered by the ALCO. The Corporate Treasury Oversight group within the MRM,
as the second line of defense, provides additional oversight. Our current
liquidity risk management practices are in compliance with the Federal Reserve
Board's Enhanced Prudential Standards.
These committees regularly review liquidity and funding summaries, liquidity
trends, peer comparisons, variance analyses, liquidity projections, hypothetical
funding erosion stress tests, and goal tracking reports. The reviews generate a
discussion of positions, trends, and directives on liquidity risk and shape a
number of our decisions. When liquidity pressure is elevated, positions are
monitored more closely and reporting is more intensive. To ensure

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that emerging issues are identified, we also communicate with individuals inside
and outside of the company on a daily basis.
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.
Our credit ratings at December 31, 2019, are shown in Figure 29. We believe
these credit ratings, under normal conditions in the capital markets, will
enable KeyCorp or KeyBank to issue fixed income securities to investors.
                           Figure 29. Credit Ratings
                                                    Senior   Subordinated
                             Short-Term  Long-Term Long-Term  Long-Term    Capital   Preferred
           December 31, 2019 Borrowings  Deposits    Debt        Debt     Securities   Stock
KEYCORP (THE PARENT COMPANY)
Standard & Poor's                    A-2       N/A      BBB+          BBB        BB+       BB+
Moody's                              P-2       N/A      Baa1         Baa1       Baa2      Baa3
Fitch                                 F1       N/A        A-         BBB+        BB+        BB
DBRS                            R-1(low)       N/A         A      A (low)    A (low)       BBB

KEYBANK
Standard & Poor's                    A-2       N/A        A-         BBB+        N/A       N/A
Moody's                              P-2       Aa3        A3         Baa1        N/A       N/A
Fitch                                 F1         A        A-         BBB+        N/A       N/A
DBRS                         R-1(middle)  A (high)  A (high)            A        N/A       N/A


Managing liquidity risk
Most of our liquidity risk is derived from our lending activities, which
inherently places funds into illiquid assets. Liquidity risk is also derived
from our deposit gathering activities and the ability of our customers to
withdraw funds that do not have a stated maturity or to withdraw funds before
their contractual maturity. The assessments of liquidity risk are measured under
the assumption of normal operating conditions as well as under a stressed
environment. We manage these exposures in accordance with our risk appetite, and
within Board-approved policy limits.
We regularly monitor our liquidity position and funding sources and measure our
capacity to obtain funds in a variety of hypothetical scenarios in an effort to
maintain an appropriate mix of available and affordable funding. In the normal
course of business, we perform a monthly hypothetical funding erosion stress
test for both KeyCorp and KeyBank. In a "heightened monitoring mode," we may
conduct the hypothetical funding erosion stress tests more frequently, and use
assumptions to reflect the changed market environment. Our testing incorporates
estimates for loan and deposit lives based on our historical studies. Erosion
stress tests analyze potential liquidity scenarios under various funding
constraints and time periods. Ultimately, they determine the periodic effects
that major direct and indirect events would have on our access to funding
markets and our ability to fund our normal operations. To compensate for the
effect of these assumed liquidity pressures, we consider alternative sources of
liquidity and maturities over different time periods to project how funding
needs would be managed.
We maintain a Contingency Funding Plan that outlines the process for addressing
a liquidity crisis. The plan provides for an evaluation of funding sources under
various market conditions. It also assigns specific roles and responsibilities
for managing liquidity through a problem period. 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. The liquid asset portfolio at
December 31, 2019, totaled $25.2 billion, consisting of $24.0 billion of
unpledged securities, $140 million of securities available for secured funding
at the FHLB, and $1.1 billion of net balances of federal funds sold and balances
in our Federal Reserve account. The liquid asset portfolio can fluctuate due to
excess liquidity, heightened risk, or prefunding of expected outflows, such as
debt maturities. Additionally, as of December 31, 2019, our unused borrowing
capacity secured by loan collateral was $25.2 billion at the Federal

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Reserve Bank of Cleveland and $8.0 billion at the FHLB of Cincinnati. In 2019,
Key's outstanding FHLB of Cincinnati advances decreased by $1.0 billion due to
paydowns.
Long-term liquidity strategy
Our long-term liquidity strategy is to be predominantly funded by core deposits.
However, we may use wholesale funds to sustain an adequate liquid asset
portfolio, meet daily cash demands, and allow management flexibility to execute
business initiatives. Key's client-based relationship strategy provides for a
strong core deposit base that, in conjunction with intermediate and long-term
wholesale funds managed to a diversified maturity structure and investor base,
supports our liquidity risk management strategy. We use the loan-to-deposit
ratio as a metric to monitor these strategies. Our target loan-to-deposit ratio
is 90-100% (at December 31, 2019, our loan-to-deposit ratio was 87%), which we
calculate as the sum of total loans, loans held for sale, and nonsecuritized
discontinued loans divided by deposits.
Sources of liquidity
Our primary sources of liquidity include customer deposits, wholesale funding,
and liquid assets. 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.

Liquidity programs



We have several liquidity programs, which are described in Note 20 ("Long-Term
Debt"), 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. These liquidity
programs are reviewed from time to time by the Board and are renewed and
replaced as necessary. There are no restrictive financial covenants in any of
these programs.

On February 1, 2019, KeyBank issued $600 million of 3.300% Senior Bank Notes due February 1, 2022, and $400 million of Floating Rate Senior Bank Notes due February 1, 2022. On March 13, 2019, KeyBank issued $350 million of 3.900% Subordinated Bank Notes due April 13, 2029.

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.

We use a parent cash coverage months metric as the primary measure to assess
parent company liquidity. The parent cash coverage months metric measures the
number of months into the future where projected obligations can be met with the
current quantity of liquidity. We generally issue term debt to supplement
dividends from KeyBank to manage our liquidity position at or above our targeted
levels. The parent company generally maintains cash and short-term investments
in an amount sufficient to meet projected debt maturities over at least the next
24 months. At December 31, 2019, KeyCorp held $3.8 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. Federal banking law limits the amount
of capital distributions that a bank can make to its holding company without
prior regulatory approval. A national bank's dividend-paying capacity is
affected by several factors, including net profits (as defined by statute) for
the two previous calendar years and for the current year, up to the date of
dividend declaration. During 2019, KeyBank paid $1.2 billion in cash dividends
to KeyCorp. At January 1, 2020, KeyBank had regulatory capacity to pay $920
million in dividends to KeyCorp without prior regulatory approval.

On April 29, 2019, KeyCorp issued $450 million of 5.625% fixed-for-life Perpetual Preferred Stock.


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On September 11, 2019, KeyCorp issued $750 million of 2.550% Senior Notes due October 1, 2029, under its Medium-Term Note Program.

On October 21, 2019, KeyCorp redeemed for cash all of the outstanding $300 million aggregate principal amount of its 6.750% Senior Notes due March 19, 2020.



On February 6, 2020, KeyCorp issued $800 million of 2.250% Senior Notes due
April 6, 2027, under its Medium-Term Note Program.
Our liquidity position and recent activity
Over the past 12 months, 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 increased as a result of an increase in unpledged securities,
partially offset by lower balances 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.
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.
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 of this report. 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 years ended December 31, 2019, and December 31,
2018.
Credit risk management
Credit risk is the risk of loss to us 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, purchase securities, add
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 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.
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 grading
and 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.

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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." Briefly, our
allowance applies incurred loss rates to existing loans with similar risk
characteristics. We exercise judgment to assess any adjustment to the incurred
loss rates for the impact of factors such as changes in economic conditions,
lending policies including underwriting standards, and the level of credit risk
associated with specific industries and markets. As described in Note 1,
("Summary of Significant Accounting Policies"), on January 1, 2020, we adopted
ASC 326, Financial Instruments - Credit Losses, and as such, an expected credit
loss methodology, specifically current expected credit losses for the remaining
life of our loans and leases, will be used to estimate the appropriate level of
the ALLL. The ALLL at December 31, 2019, represents our best estimate of the
probable credit losses inherent in the loan portfolio at that date. For more
information about impaired loans, see Note 5 ("Asset Quality").
As shown in Figure 30, our ALLL from continuing operations increased by $17
million, or 1.9%, from December 31, 2018. Our commercial ALLL increased by $8
million, or 1.1%, from December 31, 2018, primarily due to loan growth over the
period and risk rating migration. Our consumer ALLL increased by $9 million, or
6.4%, from December 31, 2018. The consumer ALLL increase was primarily due to
loan growth and modest shifts in credit quality metrics.

       Figure 30. Allocation of the Allowance for Loan and Lease Losses
                                           2019                                    2018                                    2017
                                         Percent of  Percent of                  Percent of  Percent of                  Percent of  Percent of
                                          Allowance   Loan Type                   Allowance   Loan Type                   Allowance   Loan Type
December 31,                   Total      to Total    to Total         Total      to Total    to Total         Total      to Total    to Total
dollars in millions          Allowance    Allowance     Loans        Allowance    Allowance     Loans        Allowance    Allowance     Loans
Commercial and industrial  $       551        61.2 %      51.0 %   $       532        60.2 %      51.1 %   $       529        60.3 %      48.4 %
Commercial real estate:
Commercial mortgage                143        15.9        14.3             142        16.1        15.9             133        15.2        16.3
Construction                        22         2.4         1.6              33         3.8         1.9              30         3.4         2.3
Total commercial real
estate loans                       165        18.3        15.9             175        19.9        17.8             163        18.6        18.6
Commercial lease financing          35         3.9         5.0              36         4.1         5.1              43         4.9         5.6
Total commercial loans             751        83.4        71.9             743        84.2        74.0             735        83.8        72.6
Real estate - residential
mortgage                             7          .8         7.4               7          .8         6.2               7         0.8         6.3
Home equity loans                   31         3.5        10.9              35         3.9        12.4              43         4.9        13.9
Consumer direct loans               34         3.8         3.7              30         3.4         2.0              28         3.2         2.1
Credit cards                        47         5.2         1.2              48         5.4         1.3              44         5.0         1.3
Consumer indirect loans             30         3.3         4.9              20         2.3         4.1              20         2.3         3.8
Total consumer loans               149        16.6        28.1             140        15.8        26.0             142        16.2        27.4
Total loans (a)            $       900       100.0 %     100.0 %   $       883       100.0 %     100.0 %   $       877       100.0 %     100.0 %

                                           2016                                    2015
                                         Percent of  Percent of                  Percent of  Percent of
                                          Allowance   Loan Type                   Allowance   Loan Type
                               Total      to Total    to Total        

Total to Total to Total


                             Allowance    Allowance     Loans        Allowance    Allowance     Loans
Commercial and industrial  $       508        59.2 %      46.2 %   $       450        56.5 %      52.2 %
Commercial real estate:
Commercial mortgage                144        16.8        17.6             134        16.8        13.3
Construction                        22         2.6         2.7              25         3.2         1.7
Total commercial real
estate loans                       166        19.4        20.3             159        20.0        15.0
Commercial lease financing          42         4.9         5.4              47         5.9         6.7
Total commercial loans             716        83.5        71.9             656        82.4        73.9
Real estate - residential
mortgage                            17         2.0         6.5              18         2.3         3.7
Home equity loans                   54         6.3        14.7              57         7.2        17.3
Consumer direct loans               24         2.8         2.1              20         2.5         2.7
Credit cards                        38         4.4         1.3              32         4.0         1.3
Consumer indirect loans              9         1.0         3.5              13         1.6         1.1
Total consumer loans               142        16.5        28.1             140        17.6        26.1
Total loans (a)            $       858       100.0 %     100.0 %   $       796       100.0 %     100.0 %


(a) Excludes allocations of the ALLL related to the discontinued operations of

the education lending business in the amount of $10 million at December 31,

2019, $14 million at December 31, 2018, $16 million at December 31, 2017, $24

million at December 31, 2016, and $28 million at December 31, 2015.





Net loan charge-offs
Figure 31 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 32.

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Over the past 12 months, net loan charge-offs increased $190 million. This increase was primarily due to $139 million of charge-offs related to a previously disclosed fraud loss. In 2020, we expect net loan charge-offs to average loans to remain below our long-term targeted range of 40 to 60 basis points.


        Figure 31. Net Loan Charge-offs from Continuing Operations (a)
Year ended December 31,
dollars in millions                 2019         2018         2017         2016         2015
Commercial and industrial       $      292   $      122   $       93   $      107   $       61
Real estate - commercial
mortgage                                 6           18            9           (4 )         (2 )
Real estate - construction               5           (2 )          1            7            -
Commercial lease financing              21            5            8            9            4
Total commercial loans                 324          143          111          119           63
Real estate - residential
mortgage                                 1            1           (1 )          3            3
Home equity loans                       11           10           15           16           21
Consumer direct loans                   34           29           28           22           18
Credit cards                            37           37           39           31           28
Consumer indirect loans                 17           14           16           14            9
Total consumer loans                   100           91           97           86           79
Total net loan charge-offs      $      424   $      234   $      208   $      205   $      142
Net loan charge-offs to average
loans                                  .46 %        .26 %        .24 %        .29 %        .24 %
Net loan charge-offs from
discontinued operations -
education lending business      $        7   $       10   $       18   $       17   $       22

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







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Figure 32. Summary of Loan and Lease Loss Experience from Continuing Operations
Year ended December 31,
dollars in millions                             2019       2018       2017       2016       2015
Average loans outstanding                    $ 91,511   $ 88,338   $ 86,365

$ 71,148 $ 58,594



Allowance for loan and lease losses at
beginning of period                          $    883   $    877   $    858   $    796   $    794
Loans charged off:
Commercial and industrial                         319        159        133        118         77

Real estate - commercial mortgage                   8         21         11          5          4
Real estate - construction                          5          -          2          9          1
Total commercial real estate loans (a)             13         21         13         14          5
Commercial lease financing                         26         10         14         12         11
Total commercial loans (b)                        358        190        160        144         93
Real estate - residential mortgage                  3          3          3          4          6
Home equity loans                                  19         21         30         30         32
Consumer direct loans                              41         36         34         27         24
Credit cards                                       44         44         44         35         30
Consumer indirect loans                            34         30         31         21         18
Total consumer loans                              141        134        142        117        110
Total loans charged off                           499        324        302        261        203
Recoveries:
Commercial and industrial                          27         37         40         11         16

Real estate - commercial mortgage                   2          3          2          9          6
Real estate - construction                          -          2          1          2          1
Total commercial real estate loans (a)              2          5          3         11          7
Commercial lease financing                          5          5          6          3          7
Total commercial loans (b)                         34         47         49         25         30
Real estate - residential mortgage                  2          2          4          1          3
Home equity loans                                   8         11         15         14         11
Consumer direct loans                               7          7          6          5          6
Credit cards                                        7          7          5          4          2
Consumer indirect loans                            17         16         15          7          9
Total consumer loans                               41         43         45         31         31
Total recoveries                                   75         90         94         56         61
Net loan charge-offs                             (424 )     (234 )     (208 )     (205 )     (142 )
Provision (credit) for loan and lease losses      441        240        227        267        145
Foreign currency translation adjustment             -          -          -          -         (1 )
Allowance for loan and lease losses at end
of year                                      $    900   $    883   $    877   $    858   $    796
Liability for credit losses on
lending-related commitments at beginning of
the year                                     $     64   $     57   $     55   $     56   $     35
Provision (credit) for losses on
lending-related commitments                         4          6          2         (1 )       21
Liability for credit losses on
lending-related commitments at end of the
year (c)                                     $     68   $     63   $     57   $     55   $     56
Total allowance for credit losses at end of
the year                                     $    968   $    946   $    934   $    913   $    852
Net loan charge-offs to average total loans       .46 %      .26 %      .24 %      .29 %      .24 %
Allowance for loan and lease losses to
period-end loans                                  .95        .99       1.01       1.00       1.33
Allowance for credit losses to period-end
loans                                            1.02       1.06       1.08       1.06       1.42
Allowance for loan and lease losses to
nonperforming loans                             156.0      162.9      174.4      137.3      205.7
Allowance for credit losses to nonperforming
loans                                           167.8      174.5      185.7      146.1      220.2
Discontinued operations - education lending
business:
Loans charged off                            $     12   $     15   $     26   $     28   $     35
Recoveries                                          5          5          8         11         13
Net loan charge-offs                         $     (7 ) $    (10 ) $    (18 ) $    (17 ) $    (22 )

(a) See Figure 12 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 11 and the accompanying discussion in the "Loans and loans held

for sale" section for more information related to our commercial loan

portfolio.

(c) Included in "accrued expense and other liabilities" on the balance sheet.




Nonperforming assets
Figure 33 shows the composition of our nonperforming assets. As shown in Figure
33, nonperforming assets increased $138 million during 2019. The increase was
primarily driven by the transfer of three criticized commercial loans as well as
a number of consumer residential mortgages that were moved to nonperforming
loans held for sale. See Note 1 ("Summary of Significant Accounting Policies")
under the headings "Nonperforming Loans," "Impaired Loans," and "Allowance for
Loan and Lease Losses" for a summary of our nonaccrual and charge-off policies.

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 Figure 33. Summary of Nonperforming Assets and Past Due Loans from Continuing
                                   Operations
December 31,
dollars in millions                            2019      2018      2017      2016      2015
Commercial and industrial                    $   264   $   152   $   153   $   297   $    82

Real estate - commercial mortgage                 83        81        30        26        19
Real estate - construction                         2         2         2         3         9
Total commercial real estate loans (a)            85        83        32        29        28
Commercial lease financing                         6         9         6         8        13
Total commercial loans (b)                       355       244       191       334       123
Real estate - residential mortgage                48        62        58        56        64
Home equity loans                                145       210       229       223       190
Consumer direct loans                              4         4         4         6         2
Credit cards                                       3         2         2         2         2
Consumer indirect loans                           22        20        19         4         6
Total consumer loans                             222       298       312       291       264
Total nonperforming loans (c)                    577       542       503       625       387
Nonperforming loans held for sale                 94         -         -         -         -
OREO                                              35        35        31        51        14
Other nonperforming assets                         9         -         -         -         2
Total nonperforming assets (c)               $   715   $   577   $   534

$ 676 $ 403

Accruing loans past due 90 days or more $ 101 $ 112 $ 89 $ 87 $ 72 Accruing loans past due 30 through 89 days 389 312 359

       404       208
Restructured loans - accruing and
nonaccruing (d)                                  347       399       317       280       280
Restructured loans included in nonperforming
loans (d)                                        183       247       189       141       159
Nonperforming assets from discontinued
operations - education lending business            7         8         7         5         7
Nonperforming loans to period-end portfolio
loans (c)                                        .61 %     .61 %     .58 %     .73 %     .65 %
Nonperforming assets to period-end portfolio
loans plus OREO and other nonperforming
assets (c)                                       .75       .64       .62       .79       .67


(a) See Figure 12 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 11 and the accompanying discussion in the "Loans and loans held

for sale" section for more information related to our commercial loan

portfolio.

(c) Nonperforming loan balances exclude $446 million, $575 million, $738 million,

$865 million, and $11 million of PCI loans at December 31, 2019, December 31,

2018, December 31, 2017, December 31, 2016, and December 31, 2015,

respectively.

(d) Restructured loans (i.e., TDRs) are those for which Key, for reasons related

to a borrower's financial difficulties, grants a concession to the borrower

that it would not otherwise consider. See Note 5,("Asset Quality") for more

information on our TDRs.




Figure 34 shows the types of activity that caused the change in our
nonperforming loans during each of the last four quarters and the years ended
December 31, 2019, and December 31, 2018.
Figure 34. Summary of Changes in Nonperforming Loans from Continuing Operations
                                                                 2019 Quarters
in millions                                     2019    Fourth   Third   Second   First   2018
Balance at beginning of period                 $ 542   $  585   $ 561   $  548   $ 542   $ 503
Loans placed on nonaccrual status                924      268     271      189     196     723
Charge-offs                                     (380 )   (114 )   (91 )    (84 )   (91 )  (321 )
Loans sold                                       (57 )     (1 )     -      (38 )   (18 )   (17 )
Payments                                        (141 )    (59 )   (37 )    (23 )   (22 )  (172 )
Transfers to OREO                                (19 )     (3 )    (4 )     (4 )    (8 )   (24 )
Transfers to nonperforming loans held for sale  (125 )    (47 )   (78 )      -       -       -
Transfers to other nonperforming assets          (13 )      -       -        -     (13 )     -
Loans returned to accrual status                (154 )    (52 )   (37 )    (27 )   (38 )  (150 )
Balance at end of period (a)                   $ 577   $  577   $ 585   $  561   $ 548   $ 542

(a) Nonperforming loan balances exclude $446 million and $575 million of PCI

loans at December 31, 2019, and December 31, 2018, respectively.

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 also
encompasses 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. Resulting operational
risk losses and/or additional regulatory compliance costs could take the form of
explicit charges, increased operational costs, harm to our reputation, or
foregone opportunities.


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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 Committee serves the same
function in managing compliance risk for Key. The Operational Risk Committee
supports the ERM Committee by identifying early warning events and trends,
escalating emerging risks, and discussing forward-looking assessments. The
Operational Risk Committee includes 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
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 Programs and our system of internal controls. Risk Review reports
the results of reviews on internal controls and systems to senior management and
the Risk and Audit Committees and independently supports the Risk Committee's
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 by
third parties to obtain unauthorized access to confidential information, destroy
data, disrupt or degrade service, sabotage systems, or cause other damage. We
and many other U.S. financial institutions have experienced distributed
denial-of-service attacks from technologically sophisticated third parties.
These attacks are intended to disrupt or disable online banking services and
prevent banking transactions. We also periodically experience other attempts to
breach the security of our systems and data. These cyberattacks have not, to
date, resulted in any material disruption of our operations or material harm to
our customers, and have not had a material adverse effect on our results of
operations.

Cyberattack risks may also occur with our third-party technology service
providers, and may result in financial loss or liability that could adversely
affect our financial condition or results of operations. Cyberattacks could also
interfere with third-party providers' ability to fulfill their contractual
obligations to us. Recent 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 customers, some of whom are customers of ours. We may incur
expenses related to the investigation of such attacks or related to the
protection of our customers from identity theft as a result of such attacks. We
may also 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.

As described in more detail in "Risk Management - Overview" in Item 7 of this
report, 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. 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.

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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.
Year ended December 31,
dollars in millions                           2019        2018        2017        2016        2015
Tangible common equity to tangible assets
at period end
Key shareholders' equity (GAAP)            $  17,038   $  15,595   $  15,023   $  15,240   $ 10,746
Less: Intangible assets (a)                    2,910       2,818       2,928       2,788      1,080
      Preferred Stock (b)                      1,856       1,421       1,009       1,640        281

Tangible common equity (non-GAAP) $ 12,272 $ 11,356 $ 11,086 $ 10,812 $ 9,385 Total assets (GAAP)

$ 144,988   $ 139,613   $ 137,698   $ 136,453   $ 95,131
Less: Intangible assets (a)                    2,910       2,818       

2,928 2,788 1,080


      Tangible assets (non-GAAP)           $ 142,078   $ 136,795   $ 134,770   $ 133,665   $ 94,051
Tangible common equity to tangible assets
ratio (non-GAAP)                                8.64 %      8.30 %      8.23 %      8.09 %     9.98 %
Average tangible common equity
Average Key shareholders' equity (GAAP)    $  16,636   $  15,131   $  15,224   $  12,647   $ 10,626
Less: Intangible assets (average) (c)          2,909       2,869       2,837       1,825      1,085
      Preferred Stock (average)                1,755       1,205       

1,137 627 290

Average tangible common equity


      (non-GAAP)                           $  11,972   $  11,057   $  11,250   $  10,195   $  9,251
Return on average tangible common equity
from continuing operations
Income (loss) from continuing operations
attributable to Key common shareholders
(GAAP)                                     $   1,611   $   1,793   $   

1,219 $ 753 $ 892



Average tangible common equity (non-GAAP)  $  11,972   $  11,057   $  11,250   $  10,195   $  9,251
Return on average tangible common equity
from continuing operations (non-GAAP)          13.46 %     16.22 %     10.84 %      7.39 %     9.64 %
Return on average tangible common equity
consolidated
Net income (loss) attributable to Key
common shareholders (GAAP)                 $   1,620   $   1,800   $   1,226   $     754   $    893
Average tangible common equity (non-GAAP)     11,972      11,057      11,250      10,195      9,251
Return on average tangible common equity
consolidated (non-GAAP)                        13.53 %     16.28 %     

10.90 % 7.40 % 9.65 %

(a) For the years ended December 31, 2019, December 31, 2018, December 31, 2017,

December 31, 2016, and December 31, 2015, intangible assets exclude $7
    million, $14 million, $26 million, $42 million, and $45 million,
    respectively, of period-end purchased credit card relationships.

(b) Net of capital surplus.

(c) For the years ended December 31, 2019, December 31, 2018, December 31, 2017,

December 31, 2016, and December 31, 2015, average intangible assets exclude

$10 million, $20 million, $34 million, $43 million, and $55 million,
    respectively, of average purchased credit card relationships.



The cash efficiency ratio is a ratio of two non-GAAP performance measures.
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.
Year ended December 31,
dollars in millions                          2019      2018      2017      2016      2015
Cash efficiency ratio
Noninterest expense (GAAP)                 $ 3,901   $ 3,975   $ 4,098   $ 3,756   $ 2,840
Less: Intangible asset amortization (GAAP)      89        99        95        55        36
Adjusted noninterest expense (non-GAAP)    $ 3,812   $ 3,876   $ 4,003   $ 3,701   $ 2,804

Net interest income (GAAP)                 $ 3,909   $ 3,909   $ 3,777   $ 2,919   $ 2,348
Plus: TE adjustment                             32        31        53        34        28
Noninterest income (GAAP)                    2,459     2,515     2,478     2,071     1,880
Total TE revenue (non-GAAP)                $ 6,400   $ 6,455   $ 6,308   $ 5,024   $ 4,256

Cash efficiency ratio (non-GAAP)              59.6 %    60.0 %    63.5 %    73.7 %    65.9 %



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Year ended December 31,
dollars in millions                                                         2019

Common Equity Tier 1 under the Regulatory Capital Rules Common Equity Tier 1 under current Regulatory Capital Rules

              $  

12,356

Adjustments from current Regulatory Capital Rules to the fully phased-in Regulatory Capital Rules: Deferred tax assets and other intangible assets (a)

-

Common Equity Tier 1 anticipated under the fully phased-in Regulatory Capital Rules (b)

                                                        $  

12,356



Net risk-weighted assets under current Regulatory Capital Rules          $ 130,865
Adjustments from current Regulatory Capital Rules to the fully phased-in
Regulatory Capital Rules:
Mortgage servicing assets (c)                                                  878
Deferred tax assets                                                            171
All other assets                                                                 -

Total risk-weighted assets anticipated under the fully phased-in Regulatory Capital Rules (b)

                                             $ 

131,914

Common Equity Tier 1 ratio under the fully phased-in Regulatory Capital Rules (b)

9.37 %

(a) Includes the deferred tax assets subject to future taxable income for

realization, primarily tax credit carryforwards, as well as intangible assets

(other than goodwill and mortgage servicing assets) subject to the transition

provisions of the final rule.

(b) The anticipated amount of regulatory capital and risk-weighted assets is

based upon the federal banking agencies' Regulatory Capital Rules (as fully

phased-in on January 1, 2019); we are subject to the Regulatory Capital Rules

under the "standardized approach."

(c) Item is included in the 25% exceptions bucket calculation and is

risk-weighted at 250%.




Fourth Quarter Results
Figure 35 shows our financial performance for each of the past eight quarters.
Highlights of our results for the fourth quarter of 2019 are summarized below.
Earnings
Our fourth quarter net income from continuing operations attributable to Key
common shareholders was $439 million, or $.45 per diluted Common Share, compared
to $459 million, or $.45 per diluted Common Share, for the fourth quarter of
2018.
On an annualized basis, our return on average total assets from continuing
operations for the fourth quarter of 2019 was 1.27%, compared to 1.37% for the
fourth quarter of 2018. The annualized return on average tangible common equity
from continuing operations was 14.09% for the fourth quarter of 2019, compared
to 16.40% for the year-ago quarter.

Net interest income



TE net interest income was $987 million for the fourth quarter of 2019, compared
to TE net interest income of $1.0 billion for the fourth quarter of 2018. The
decrease in net interest income reflects a lower net interest margin, driven by
a decline in interest rates and slightly higher deposit costs. Additionally,
purchase accounting accretion declined $8 million. These declines were partially
offset by higher earning asset balances.

Noninterest income



Our noninterest income was $651 million for the fourth quarter of 2019, compared
to $645 million for the year-ago quarter. The increase reflects higher operating
lease income, as well as growth in corporate services income, driven by higher
derivatives income. Investments made in Key's mortgage business continue to
drive consumer mortgage income and mortgage servicing fees.

Noninterest expense



Our noninterest expense was $980 million for the fourth quarter of 2019,
compared to $1.0 billion for the fourth quarter of 2018. The fourth quarter of
2019 included notable items of $22 million, which consist of a pension
settlement charge of $18 million and professional fees related to a previously
disclosed fraud loss of $4 million. The year-ago period included notable items
of $41 million, which were efficiency-related expenses of $24 million and a
pension settlement charge of $17 million. Excluding notable items, noninterest
expense decreased by $13 million from the year-ago period, reflecting the
successful implementation of Key's expense initiatives, which drove personnel
expenses lower. These expenses were partially offset by Laurel Road acquisition
expenses.

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Provision for credit losses

Our provision for credit losses was $109 million for the fourth quarter of 2019,
compared to $59 million for the fourth quarter of 2018. This increase was
partially due to a pre-tax loss related to a previously disclosed fraud incident
of $16 million. Our ALLL was $900 million, or .95% of total period-end loans, at
December 31, 2019, compared to
.99% at December 31, 2018.

Net loan charge-offs for the fourth quarter of 2019 totaled $99 million, or .42%
of average total loans. These results compare to $60 million, or .27%, for the
fourth quarter of 2018. This increase was partially due to a previously
disclosed fraud incident.

Income taxes



For the fourth quarter of 2019, we recorded a tax provision from continuing
operations of $75 million, compared to a tax provision of $92 million for the
fourth quarter of 2018. The provision included a tax benefit of $11 million
related to the reversal of a valuation allowance against federal and state
capital loss carryforwards acquired from First Niagara Financial Group utilized
in the quarter. The effective tax rate for the fourth quarter of 2019 was 14.0%,
compared to 15.9% for the same quarter one year ago.

Our federal tax expense and effective tax rate differ from the amount that would
be calculated using the federal statutory tax rate; primarily from investments
in tax-advantaged assets, such as corporate-owned life insurance, tax credits
associated with investments in low-income housing projects and energy related
projects, and periodic adjustments to our tax reserves as described in Note 14
("Income Taxes").

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                  Figure 35. Selected Quarterly Financial Data
                                                        2019 Quarters                                        2018 Quarters
dollars in millions, except per share
amounts                                 Fourth      Third        Second         First        Fourth         Third        Second         First
FOR THE PERIOD
Interest income                       $  1,285   $  1,317   $     1,329   $     1,304   $     1,297   $     1,239   $     1,205   $     1,137
Interest expense                           306        345           348           327           297           253           226           193
Net interest income                        979        972           981           977         1,000           986           979           944
Provision for credit losses                109        200            74            62            59            62            64            61
Noninterest income                         651        650           622           536           645           609           660           601
Noninterest expense                        980        939         1,019           963         1,012           964           993         1,006
Income (loss) from continuing
operations before income taxes             541        483           510           488           574           569           582           478
Income (loss) from continuing
operations attributable to Key             466        413           423           406           482           482           479           416
Income (loss) from discontinued
operations, net of taxes                     3          3             2             1             2             -             3             2
Net income (loss) attributable to Key      469        416           425           407           484           482           482           418
Income (loss) from continuing
operations attributable to Key common
shareholders                               439        383           403           386           459           468           464           402
Income (loss) from discontinued
operations, net of taxes                     3          3             2             1             2             -             3             2
Net income (loss) attributable to Key
common shareholders                        442        386           405           387           461           468           467           404
PER COMMON SHARE
Income (loss) from continuing
operations attributable to Key common
shareholders                          $    .45   $    .39   $       .40   $ 

.38 $ .45 $ .45 $ .44 $ .38 Income (loss) from discontinued operations, net of taxes

                     -          -             -             -             -             -             -             -
Net income (loss) attributable to Key
common shareholders (a)                    .45        .39           .40           .38           .45           .45           .44           .38
Income (loss) from continuing
operations attributable to Key common
shareholders - assuming dilution           .45        .38           .40           .38           .45           .45           .44           .38
Income (loss) from discontinued
operations, net of taxes - assuming
dilution                                     -          -             -             -             -             -             -             -
Net income (loss) attributable to Key
common shareholders - assuming
dilution (a)                               .45        .39           .40           .38           .45           .45           .44           .38
Cash dividends paid                       .185       .185           .17           .17           .17           .17           .12          .105
Book value at period end                 15.54      15.44         15.07    

14.31 13.90 13.33 13.29 13.07 Tangible book value at period end 12.56 12.48 12.12

11.55 11.14 10.59 10.59 10.35 Weighted-average Common Shares outstanding (000)

                      973,450    988,319       999,163     1,006,717     1,018,614     1,036,479     1,052,652     1,056,037
Weighted-average Common Shares and
potential Common Shares
outstanding (000) (b)                  984,361    998,328     1,007,964     1,016,504     1,030,417     1,049,976     1,065,793     1,071,786
AT PERIOD END
Loans                                 $ 94,646   $ 92,760   $    91,937   $    90,178   $    89,552   $    89,268   $    88,222   $    88,089
Earning assets                         130,807    132,160       130,213       127,296       125,803       125,007       123,472       122,961
Total assets                           144,988    146,691       144,545       141,515       139,613       138,805       137,792       137,049
Deposits                               111,870    111,649       109,946       108,175       107,309       105,780       104,548       104,751
Long-term debt                          12,448     14,470        14,312    

14,168 13,732 13,849 13,853 13,749 Key common shareholders' equity 15,138 15,216 15,069

14,474 14,145 13,758 14,075 13,919 Key shareholders' equity

                17,038     17,116        16,969        15,924        15,595        15,208        15,100        14,944
PERFORMANCE RATIOS - FROM CONTINUING
OPERATIONS
Return on average total assets            1.27 %     1.14 %        1.19 %   

1.18 % 1.37 % 1.40 % 1.41 % 1.25 % Return on average common equity 11.40 9.99 10.94

         10.98         13.07         13.36         13.29         11.76
Return on average tangible common
equity (c)                               14.09      12.38         13.69         13.69         16.40         16.81         16.73         14.89
Net interest margin (TE)                  2.98       3.00          3.06          3.13          3.16          3.18          3.19          3.15
Cash efficiency ratio (c)                 58.7       56.0          61.9          61.9          59.9          58.7          58.8          62.9
PERFORMANCE RATIOS - FROM
CONSOLIDATED OPERATIONS
Return on average total assets            1.27 %     1.14 %        1.19 %   

1.17 % 1.37 % 1.39 % 1.40 % 1.24 % Return on average common equity 11.48 10.07 11.00

         11.01         13.13         13.36         13.37         11.82
Return on average tangible common
equity (c)                               14.19      12.48         13.75         13.72         16.47         16.81         16.84         14.97
Net interest margin (TE)                  2.97       2.98          3.05          3.12          3.14          3.16          3.17          3.13
Loan to deposit (d)                       86.6       85.3          86.1    

86.1 85.6 87.0 86.9 86.9 CAPITAL RATIOS AT PERIOD END Key shareholders' equity to assets 11.75 % 11.67 % 11.74 %

11.25 % 11.17 % 10.96 % 10.96 % 10.90 % Key common shareholders' equity to assets

                                   10.47      10.40         10.46         10.25         10.15          9.93         10.21         10.16
Tangible common equity to tangible
assets (c)                                8.64       8.58          8.59          8.43          8.30          8.05          8.32          8.22
Common Equity Tier 1                      9.44       9.48          9.57          9.81          9.93          9.95         10.13          9.99
Tier 1 risk-based capital                10.86      10.91         11.01         10.94         11.08         11.11         10.95         10.82
Total risk-based capital                 12.79      12.90         13.03         12.98         12.89         12.99         12.83         12.73
Leverage                                  9.88       9.93         10.00          9.89          9.89         10.03          9.87          9.76
TRUST ASSETS
Assets under management               $ 40,833   $ 39,416   $    38,942   $    38,742   $    36,775   $    40,575   $    39,663   $    39,003
OTHER DATA
Average full-time-equivalent
employees                               16,537     16,898        17,206        17,554        17,664        18,150        18,376        18,540
Branches                                 1,098      1,101         1,102         1,158         1,159         1,166         1,177         1,192

(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.

(c) See Figure 36 entitled "Selected Quarterly GAAP to Non-GAAP Reconciliations,"

which presents the computations of certain financial measures related to

"tangible common equity," and "cash efficiency." The table reconciles the

GAAP performance measures to the corresponding non-GAAP measures, which

provides a basis for period-to-period comparisons.

(d) Represents period-end consolidated total loans and loans held for sale


    divided by period-end consolidated total deposits.




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Figure 36. Selected Quarterly GAAP to Non-GAAP Reconciliations


                                                               2019 Quarters                                   2018 Quarters
dollars in millions                              Fourth       Third      Second       First      Fourth       Third      Second       First
Tangible common equity to tangible assets at
period end
Key shareholders' equity (GAAP)               $  17,038   $  17,116   $  16,969   $  15,924   $  15,595   $  15,208   $  15,100   $  14,944
Less:       Intangible assets (a)                 2,910       2,928       2,952       2,804       2,818       2,838       2,858       2,902
            Preferred Stock (b)                   1,856       1,856       1,856       1,421       1,421       1,421       1,009       1,009
            Tangible common equity (non-GAAP) $  12,272   $  12,332   $ 

12,161 $ 11,699 $ 11,356 $ 10,949 $ 11,233 $ 11,033 Total assets (GAAP)

$ 144,988   $ 146,691   $ 

144,545 $ 141,515 $ 139,613 $ 138,805 $ 137,792 $ 137,049 Less: Intangible assets (a)

                 2,910       2,928       

2,952 2,804 2,818 2,838 2,858 2,902


            Tangible assets (non-GAAP)        $ 142,078   $ 143,763   $ 

141,593 $ 138,711 $ 136,795 $ 135,967 $ 134,934 $ 134,147 Tangible common equity to tangible assets ratio (non-GAAP)

                                   8.64 %      8.58 %      

8.59 % 8.43 % 8.30 % 8.05 % 8.32 % 8.22 % Average tangible common equity Average Key shareholders' equity (GAAP) $ 17,178 $ 17,113 $ 16,531 $ 15,702 $ 15,384 $ 15,210 $ 15,032 $ 14,889 Less: Intangible assets (average) (c) 2,919 2,942 2,959 2,813 2,828 2,848 2,883 2,916


            Preferred Stock (average)             1,900       1,900       

1,762 1,450 1,450 1,316 1,025 1,025


            Average tangible common equity
            (non-GAAP)                        $  12,359   $  12,271   $  11,810   $  11,439   $  11,106   $  11,046   $  11,124   $  10,948
Return on average tangible common equity from
continuing operations
Net income (loss) from continuing operations
attributable to Key common shareholders
(GAAP)                                        $     439   $     383   $     

403 $ 386 $ 459 $ 468 $ 464 $ 402 Average tangible common equity (non-GAAP) 12,359 12,271 11,810 11,439 11,106 11,046 11,124 10,948 Return on average tangible common equity from continuing operations (non-GAAP)

                  14.09 %     12.38 %     13.69 %     13.69 %     16.40 %     16.81 %     16.73 %     14.89 %
Return on average tangible common equity
consolidated
Net income (loss) attributable to Key common
shareholders (GAAP)                           $     442   $     386   $     

405 $ 387 $ 461 $ 468 $ 467 $ 404 Average tangible common equity (non-GAAP) 12,359 12,271 11,810 11,439 11,106 11,046 11,124 10,948 Return on average tangible common equity consolidated (non-GAAP)

                           14.19 %     14.19 %     

14.19 % 14.19 % 14.19 % 14.19 % 14.19 % 14.97 % Cash efficiency ratio Noninterest expense (GAAP)

$     980   $     939   $   1,019   $     963   $   1,012   $     964   $     993   $   1,006
Less:       Intangible asset amortization
            (GAAP)                                   19          26          22          22          22          23          25          29
            Adjusted noninterest expense
            (non-GAAP)                        $     961   $     913   $     997   $     941   $     990   $     941   $     968   $     977

Net interest income (GAAP)                    $     979   $     972   $     981   $     977   $   1,000   $     986   $     979   $     944
Plus:       TE adjustment                             8           8           8           8           8           7           8           8
            Noninterest income (GAAP)               651         650         622         536         645         609         660         601
            Total TE revenue (non-GAAP)       $   1,638   $   1,630   $   1,611   $   1,521   $   1,653   $   1,602   $   1,647   $   1,553

Cash efficiency ratio (non-GAAP)                   58.7 %      56.0 %      

61.9 % 61.9 % 59.9 % 58.7 % 58.8 % 62.9 %

(a) For the three months ended December 31, 2019, September 30, 2019, June 30,

2019, and March 31, 2019, intangible assets exclude $7 million, $9 million,

$10 million, and $12 million, respectively, of period-end purchased credit


    card relationships. For the three months ended December 31,
    2018, September 30, 2018, June 30, 2018, and March 31, 2018, intangible
    assets exclude $14 million, $17 million, $20 million, and $23 million,
    respectively, of period-end purchased credit card relationships.

(b) Net of capital surplus.

(c) For the three months ended December 31, 2019, September 30, 2019, June 30,

2019, and March 31, 2019, average intangible assets exclude $8 million, $9

million, $11 million, and $13 million, respectively, of average purchased

credit card relationships. For the three months ended December 31,

2018, September 30, 2018, June 30, 2018, and March 31, 2018, average

intangible assets exclude $15 million, $18 million, $21 million, and $24

million, respectively, of average purchased credit card relationships.




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") should be reviewed for
a greater understanding of how we record and report our financial performance.
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. The following is a description of our current critical accounting
policies.
Allowance for loan and lease losses
The ALLL is calculated with the objective of maintaining a reserve sufficient to
absorb estimated probable losses incurred in the loan portfolio. In determining
the ALLL, we apply expected loss rates to existing loans with similar risk
characteristics and exercise judgment to assess the impact of factors such as
changes in economic conditions, underwriting standards, concentrations of
credit, collateral values, and the amounts and timing of expected future cash
flows. For all commercial and consumer TDRs, regardless of size, as well as all
other impaired commercial loans with outstanding balances of $2.5 million or
greater, we conduct further analysis to determine the probable loss and assign a
specific allowance to the loan.

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Our loss estimates include an assessment of internal and external influences on
credit quality that may not be fully reflective of the historical loss,
risk-rating, or other indicative data. The ALLL is sensitive to a variety of
internal factors, such as modifications in the mix and level of loan balances
outstanding, portfolio performance and assigned risk ratings. The ALLL is also
sensitive to a variety of external factors, such as the general health of the
economy, as evidenced by volatility in commodity prices, changes in real estate
demand and values, interest rates, unemployment rates, bankruptcy filings,
fluctuations in the GDP, and the effects of weather and natural disasters such
as droughts, floods and hurricanes. Management considers these variables and all
other available information when establishing the final level of the ALLL. These
variables and others may result in actual loan losses that differ from the
originally estimated amounts.
Since our loss rates are applied to large pools of loans, even minor changes in
the level of estimated losses can significantly affect management's
determination of the appropriate ALLL because those changes must be applied
across a large portfolio. To illustrate, an increase in estimated losses equal
to one-tenth of one percent of our consumer loan portfolio as of December 31,
2019, would indicate the need for a $27 million increase in the ALLL. The same
increase in estimated losses for the commercial loan portfolio would result in a
$68 million increase in the ALLL. Such adjustments to the ALLL can materially
affect financial results. Following the above examples, a $27 million increase
in the consumer loan portfolio allowance would have reduced our earnings on an
after-tax basis by approximately $20 million, or $.02 per Common Share; a $68
million increase in the commercial loan portfolio allowance would have reduced
earnings on an after-tax basis by approximately $52 million, or $.05 per Common
Share.
Our accounting policy related to the ALLL is disclosed in Note 1 under the
heading "Allowance for Loan and Lease Losses." As described in Note 1, ("Summary
of Significant Accounting Policies"), on January 1, 2020, we adopted ASC 326,
Financial Instruments - Credit Losses, and as such, an expected credit loss
methodology, specifically current expected credit losses for the remaining life
of our loans and leases, will be used to estimate the appropriate level of the
ALLL.
Valuation methodologies
Fair value measurements

We measure or monitor many of our assets and liabilities on a fair value basis.
Fair value is generally defined as the price that would be received to sell an
asset or paid to transfer a liability (an exit price) as opposed to the price
that would be paid to acquire the asset or received to assume the liability (an
entry price), in an orderly transaction between market participants at the
measurement date under current market conditions. While management uses judgment
when determining the price at which willing market participants would transact
when there has been a significant decrease in the volume or level of activity
for the asset or liability in relation to "normal" market activity, management's
objective is to determine the point within the range of fair value estimates
that is most representative of a sale to a third-party investor under current
market conditions. The value to us if the asset or liability were held to
maturity is not included in the fair value estimates.

A fair value measure should reflect the assumptions that market participants
would use in pricing the asset or liability, including the assumptions about the
risk inherent in a particular valuation technique, the effect of a restriction
on the sale or use of an asset and the risk of nonperformance. Fair value is
measured based on a variety of inputs. Fair value may be based on quoted market
prices for identical assets or liabilities traded in active markets (Level 1
valuations). If market prices are not available, quoted market prices for
similar instruments traded in active markets, quoted prices for identical or
similar instruments in markets that are not active, or model-based valuation
techniques for which all significant assumptions are observable in the market
are used (Level 2 valuations). Where observable market data is not available,
the valuation is generated from model based techniques that use significant
assumptions not observable in the market, but observable based on our specific
data (Level 3 valuations). Unobservable assumptions reflect our estimates for
assumptions that market participants would use in pricing the asset or
liability. Valuation techniques typically include option pricing models,
discounted cash flow models and similar techniques, but may also include the use
of market prices of assets or liabilities that are not directly comparable to
the subject asset or liability.

The selection and weighting of the various fair value techniques may result in a
fair value higher or lower than carrying value. Considerable judgment may be
involved in determining the amount that is most representative of fair value.


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For assets and liabilities recorded at fair value, our policy is to maximize the
use of observable inputs
and minimize the use of unobservable inputs when developing fair value
measurements for those items where there
is an active market. In certain cases, when market observable inputs for
model-based valuation techniques may not
be readily available, we are required to make judgments about assumptions market
participants would use
in estimating the fair value of the financial instrument. The models used to
determine fair value adjustments are
regularly evaluated by management for relevance under current facts and
circumstances.

Changes in market conditions may reduce the availability of quoted prices or
observable data. For example, reduced liquidity in the capital markets or
changes in secondary market activities could result in observable market inputs
becoming unavailable. When market data is not available, we use valuation
techniques requiring more management judgment to estimate the appropriate fair
value.

Fair value is used on a recurring basis for certain assets and liabilities in
which fair value is the primary measure of
accounting. Fair value is used on a nonrecurring basis to measure certain assets
or liabilities (including held-to-maturity securities, commercial loans held for
sale, and OREO) for impairment or for disclosure purposes in accordance with
current accounting guidance.

Impairment analysis also relates to long-lived assets, goodwill, and core
deposit and other intangible assets. An
impairment loss is recognized if the carrying amount of the asset is not likely
to be recoverable and exceeds its fair
value. In determining the fair value, management uses models and applies the
techniques and assumptions
previously discussed.
See Note 1 under the heading "Fair Value Measurements" and Note 6 ("Fair Value
Measurements") for a detailed discussion of determining fair value, including
pricing validation processes.

Goodwill



The valuation and testing methodologies used in our analysis of goodwill
impairment are summarized in Note 1
under the heading "Goodwill and Other Intangible Assets." Although accounting
guidance permits an entity to first assess qualitative factors to determine
whether additional goodwill impairment testing is required, Key chose to utilize
the quantitative approach in 2019.

The quantitative approach is a two step goodwill impairment test. The first step
in goodwill impairment testing is to determine the fair value of each reporting
unit. The amount of capital being allocated to our reporting units as a proxy
for the carrying value is based on risk-based regulatory capital requirements.
Fair values are estimated using an equal combination of market and income
approaches. The market approach incorporates comparable public company multiples
along with data related to recent merger and acquisition activity. The income
approach consists of discounted cash flow modeling that utilizes internal
forecasts and various other inputs and assumptions. A multi-year internal
forecast is prepared for each reporting unit and a terminal growth rate is
estimated for each one based on market expectations of inflation and economic
conditions in the financial services industry. Earnings projections for each
reporting unit are adjusted for after tax cost savings expected to be realized
by a market participant. The discount rate applied to our cash flows is derived
from the CAPM. The buildup to the discount rate includes a risk-free rate,
5-year adjusted beta based on peer companies, a market equity risk premium, a
size premium and a company specific risk premium. The discount rates differ
between our reporting units as they have varying levels of risk. A sensitivity
analysis is typically performed on key assumptions, such as the discount rates
and cost savings estimates.

If the fair value determined in step 1 is greater than the carrying value, then
the reporting unit's goodwill is deemed not to be impaired. If the fair value is
less than the carrying value, then the second step is performed, which measures
the amount of impairment by comparing the carrying amount of goodwill to its
implied fair value. The second step of the goodwill impairment test was not
required in 2019. Effective January 1, 2020, upon the adoption of ASU 2017-04,
the second step of the goodwill impairment test was eliminated.

We continue to monitor the impairment indicators for goodwill and other intangible assets, and to evaluate the carrying amount of these assets quarterly. Additional information is provided in Note 12 ("Goodwill and Other Intangible Assets").


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Derivatives and hedging
We primarily use interest rate swaps to hedge interest rate risk for asset and
liability management purposes. These derivative instruments modify the interest
rate characteristics of specified on-balance sheet assets and liabilities. Our
accounting policies related to derivatives reflect the current accounting
guidance, which provides that all derivatives should be recognized as either
assets or liabilities on the balance sheet at fair value, after taking into
account the effects of master netting agreements. Accounting for changes in the
fair value (i.e., gains or losses) of a particular derivative depends on whether
the derivative has been designated and qualifies as part of a hedging
relationship, and further, on the type of hedging relationship.
The application of hedge accounting requires significant judgment to interpret
the relevant accounting guidance, as well as to assess hedge effectiveness,
identify similar hedged item groupings, and measure changes in the fair value of
the hedged items. We believe our methods of addressing these judgments and
applying the accounting guidance are consistent with both the guidance and
industry practices. Additional information relating to our use of derivatives is
included in Note 1 under the heading "Derivatives and Hedging," and Note 8
("Derivatives and Hedging Activities").
Contingent liabilities, guarantees and income taxes
Note 22 ("Commitments, Contingent Liabilities, and Guarantees") summarizes
contingent liabilities arising from litigation and contingent liabilities
arising from guarantees in various agreements with third parties under which we
are a guarantor, and the potential effects of these items on the results of our
operations. We record a liability for the fair value of the obligation to stand
ready to perform over the term of a guarantee, but there is a risk that our
actual future payments in the event of a default by the guaranteed party could
exceed the recorded amount. See Note 22 ("Commitments, Contingent Liabilities,
and Guarantees") for a comparison of the liability recorded and the maximum
potential undiscounted future payments for the various types of guarantees that
we had outstanding at December 31, 2019.
It is not always clear how the Internal Revenue Code and various state tax laws
apply to transactions that we undertake. In the normal course of business, we
may record tax benefits and then have those benefits contested by the IRS or
state tax authorities. We have provided tax reserves that we believe are
adequate to absorb potential adjustments that such challenges may necessitate.
However, if our judgment later proves to be inaccurate, the tax reserves may
need to be adjusted, which could have an adverse effect on our results of
operations and capital.
Additionally, we conduct quarterly assessments that determine the amount of
deferred tax assets that are more-likely-than-not to be realized, and therefore
recorded. The available evidence used in connection with these assessments
includes a history of pretax income, projected future taxable income, potential
tax-planning strategies, and projected future reversals of deferred tax
liabilities. These assessments are subjective and may change. Based on these
criteria, and all available positive and negative evidence, we establish a
valuation allowance for deferred tax assets when we are unable to conclude it is
more likely than not that they will be realized. However, if our assessments
prove incorrect, they could have a material adverse effect on our results of
operations in the period in which they occur. For further information on our
accounting for income taxes, see Note 1 ("Summary of Significant Accounting
Policies") and Note 14 ("Income Taxes").
During 2019, 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 December 31, 2019 Standard

                Required        Description        Effect on 

Financial Statements or


                        Adoption                               Other Significant Matters
ASU                    January 1, This ASU simplifies the The adoption of this accounting
2019-12, Simplifying   2021       accounting for income   guidance is not expected to have a
the Accounting for                taxes by removing       material effect on our financial
Income Taxes           Early      certain exceptions to   condition or results of operations.

                       adoption   the existing guidance,
                       is         such as exceptions
                       permitted  related to the
                                  incremental approach
                                  for intraperiod tax
                                  allocation, the
                                  methodology for
                                  calculating income
                                  taxes in an interim
                                  period when a
                                  year-to-date loss
                                  exceeds the anticipated
                                  loss and the
                                  recognition of deferred
                                  tax liabilities when a
                                  foreign subsidiary
                                  becomes an equity
                                  method investment and
                                  when a foreign equity
                                  method investment
                                  becomes a subsidiary.

                                  Along with general
                                  improvements, it adds
                                  simplifications related
                                  to franchise taxes, the
                                  tax basis of goodwill
                                  and the method for
                                  recognizing an enacted
                                  change in tax laws. The
                                  guidance also specifies
                                  that an entity is not
                                  required to allocate
                                  the consolidated amount
                                  of certain tax expense
                                  to a legal entity not
                                  subject to tax in its
                                  own separate financial
                                  statements.

                                  The guidance should be
                                  applied on either a
                                  retrospective, modified
                                  retrospective or
                                  prospective basis
                                  depending on the
                                  amendment.
ASU 2020-01,           January 1, This guidance clarifies The adoption of this accounting
Clarifying the         2021       that when applying the  guidance is not expected to have a
Interactions between              measurement alternative material effect on our financial
Topic                  Early      in Topic 321, companies condition or results of operations.
321,Investments-Equity adoption   should consider certain
Securities; Topic 323, is         observable transactions
Investments- Equity    permitted  that require the
Method and Joint                  application or
Ventures; and Topic               discontinuance of the
815, Derivatives and              equity method under
Hedging                           Topic 323.

                                  It also clarifies that
                                  companies should not
                                  consider whether the
                                  underlying securities
                                  in certain forward
                                  contracts and purchased
                                  options would be
                                  accounted for under the
                                  equity method or fair
                                  value option when
                                  determining the method
                                  of accounting for those
                                  contracts.

                                  This guidance should be
                                  applied on a
                                  prospective basis.




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European Sovereign and Non-Sovereign Debt Exposures

Our total European sovereign and non-sovereign debt exposure is presented in Figure 37.

Figure 37. European Sovereign and Non-Sovereign Debt Exposures


                                            Short- and Long-       Foreign Exchange
December 31, 2019                           Term Commercial         and Derivatives
in millions                                     Total (a)         with Collateral (b)         Net
                                                                                            Exposure
France:
Sovereigns                                                  -                       -                 -
Non-sovereign financial institutions                        -                       -                 -
Non-sovereign non-financial institutions  $                 2                       -   $             2
Total                                                       2                       -                 2
Germany:
Sovereigns                                                  -                       -                 -
Non-sovereign financial institutions                        -                       -                 -
Non-sovereign non-financial institutions                   38                       -                38
Total                                                      38                       -                38
Italy:
Sovereigns                                                  -                       -                 -
Non-sovereign financial institutions                        -                       -                 -
Non-sovereign non-financial institutions                    4                       -                 4
Total                                                       4                       -                 4
Luxembourg:
Sovereigns                                                  -                       -                 -
Non-sovereign financial institutions                        -                       -                 -
Non-sovereign non-financial institutions                    8                       -                 8
Total                                                       8                       -                 8
Switzerland:
Sovereigns                                                  -                       -                 -
Non-sovereign financial institutions                        -                       -                 -
Non-sovereign non-financial institutions                    -                       -                 -
Total                                                       -                       -                 -
United Kingdom:
Sovereigns                                                  -                       -                 -
Non-sovereign financial institutions                        -   $                 282               282
Non-sovereign non-financial institutions                    1                       -                 1
Total                                                       1                     282               283
Total Europe:
Sovereigns                                                  -                       -                 -
Non-sovereign financial institutions                        -                     282               282
Non-sovereign non-financial institutions                   53                       -                53
Total                                     $                53   $                 282   $           335


(a) Represents our outstanding leases.

(b) Represents contracts to hedge our balance sheet asset and liability needs,

and to accommodate our clients' trading and/or hedging needs. Our derivative

mark-to-market exposures are calculated and reported on a daily basis. These

exposures are largely covered by cash or highly marketable securities

collateral with daily collateral calls.




Our credit risk exposure is largely concentrated in developed countries with
emerging market exposure essentially limited to commercial facilities; these
exposures are actively monitored by management. We do not have at-risk exposures
in the rest of the world.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information included under the caption "Risk Management - Market risk
management" in the MD&A beginning on page 66 is incorporated herein by
reference.

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