KeyCorp (KEY) 10-K risk factor changes: FY2021 vs FY2020

Described below are the [removed: primary] [added: material] risks and uncertainties that if realized could have a material and adverse effect on our business, financial condition, results of operations or cash flows, and our access to liquidity.

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 71%] [added: 70%] of our loan portfolio consisted of commercial and industrial loans, commercial real estate loans, including commercial mortgage and construction loans, and commercial leases.

While the COVID-19 pandemic has impacted the commercial real estate market, property values have [removed: remained relatively stable.][added: largely resumed slow appreciation, and in the case of multifamily and industrial now exceed pre-pandemic levels.]

Oversupply [added: of multifamily housing] is a concern in certain urban and gateway markets.

The most severely impacted commercial real estate segments have been in [removed: hospitality] [added: hospitality, office,] and retail.

Key’s [added: non-owner occupied] office and retail exposures are [removed: 6%] [added: 14%] of our total commercial real estate exposure.

We are subject to the risk of defaults by our loan [removed: counterparties] [added: clients] and [removed: clients.][added: counterparties.]

The level of the allowance at December 31, [removed: 2020] [added: 2021] represents management’s estimate of expected credit losses over the contractual life of our existing loan portfolio.

Changes in economic conditions affecting borrowers, the softening of certain macroeconomic variables that we are more susceptible to, such as GDP, unemployment, corporate bond rates, household income, [removed: 30 year] [added: 30-year] mortgage rates and real estate values, along with [removed: new] [added: updated] information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may indicate the need for an increase in the ALLL.

The [added: continued impact of the] COVID-19 global pandemic could result in a deterioration of asset quality and an increase in credit losses.

The global pandemic [removed: has] shut down large portions of the U.S. economy and has negatively impacted many of our customers.

The continued impact of the [removed: pandemic] [added: pandemic, supply chain and/or inflationary pressures] could result in [removed: a further increase to our] [added: increasing] loan loss [removed: reserve.][added: reserves.]

Like similarly situated institutions, Key undergoes routine scrutiny from bank supervisors in the examination process and is subject to enforcement of regulations at the federal and state levels, particularly with respect to consumer banking-related [removed: practices as well as compliance with AML, BSA and Office of Foreign Assets Control efforts.]

Changes to existing statutes and regulations, and taxes (including industry-specific taxes and surcharges), or their interpretation or [removed: implementation] [added: implementation, including any changes resulting from the recent change in U.S. presidential administration,] could affect us in substantial and unpredictable ways.

Fraudulent activity has escalated, become more sophisticated, and is ever evolving as there are more [removed: options to access financial services.]

Other U.S. financial service institutions and companies have reported breaches, some severe, in the security of their websites or other systems and several financial institutions, including Key, [added: have] experienced significant distributed denial-of-service attacks, some of which involved sophisticated and targeted attacks intended to disable or degrade service, or sabotage systems.

[removed: Those same parties may also attempt] to [removed: fraudulently induce employees, customers, or other users of our systems to] disclose sensitive information in order to gain access to our data or that of our customers or clients through social engineering, phishing, and other methods.

While we do maintain [added: cyber] information security [removed: risk] [added: and business interruption] insurance, losses from a major interruption may exceed our coverage.

We are also involved, from time to time, in other reviews, investigations, and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding our business, including, among other things, accounting, [added: compliance, and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions, or other relief.]

Additionally, our internal audit function provides an independent assessment and [removed: testing of Key’s internal controls, policies, and procedures.]

In addition, state and local orders and regulations regarding the conduct of in-person business [removed: operations] [added: operations, including new or reimplemented measures imposed as a result of new COVID-19 variants, some of which have been, and] may [added: be in the future, more virulent or transmissible than the initial strain, and ongoing resurgences of COVID-19 cases across the U.S. may] impact our ability to operate at normal levels and to restore operations to their pre-pandemic level for an unknown period of time.

While marginal relief from certain capital and liquidity standards has been afforded to Key (such as relief from LCR [removed: compliance),] [added: disclosure requirements),] overall capital and liquidity management practices and expectations will remain unchanged for the foreseeable future.

As clients use deposit balances to fund their businesses, this may put funding pressure on Key, which may cause us to leverage our secured funding sources or pay higher rates than normal for additional [removed: funding][added: funding.]

- A decrease in confidence in the creditworthiness of the United States or other [removed: governments] [added: issuers] whose securities we hold; and

If the Federal Reserve raises interest rates and begins to reverse pandemic-related stimulus programs, the behavior of national money market rate indices, the correlation of consumer deposit rates to financial market interest rates, and the setting of [removed: LIBOR] [added: benchmark] rates may not follow historical relationships, which could influence net interest income and net interest margin.

[removed: IBA intends that, subject to confirmation] [added: On March 5, 2021, ICE Benchmark Administration (“IBA”), the FCA-regulated and authorized administrator of LIBOR, confirmed,] following [added: a consultation process occurring during the end of 2020 and beginning of 2021,] its [removed: consultation,] [added: intention to cease] one-week and two-month US$ LIBOR settings [removed: will cease] at December 31, 2021, and [removed: that] [added: cease] the US$ LIBOR panel [removed: will cease] at June 30, 2023, effectively ceasing all other US$ LIBOR tenors.

A transition away from the widespread use of LIBOR to alternative rates is [removed: expected to occur before the end of 2021,] [added: currently underway,] as regulators have issued guidance indicating that new LIBOR originations should not extend beyond December 31, 2021.

Although no consensus exists at this time as to what benchmark rate or rates may become accepted alternatives to LIBOR, in the United States, the Alternative Reference Rates [removed: Committee] of the Federal Reserve [added: (“ARRC”)] and the Federal Reserve Bank of New York started in May 2018 to publish the Secured Overnight Finance Rate (“SOFR”) as an alternative to U.S. dollar LIBOR.

While SOFR has been considered a likely alternative to LIBOR, [added: and has been recommended by the ARRC,] issues remain as to [removed: its implementation, and given the IBA’s announcement noted above,] [added: whether] it [removed: is uncertain] [added: will be the primary benchmark replacement or] whether [removed: new benchmarks may evolve and a] different credit sensitive [removed: benchmark] [added: benchmarks] could [removed: instead] [added: also] become [removed: the market-accepted benchmark.][added: market-accepted.]

[added: At this time, it is not possible to predict the effect of the Authority’s and IBA’s announcements, or other regulatory changes or announcements, the uncertainty surrounding regulatory guidance and market conventions impacting LIBOR activity post December 31, 2021, any] establishment of alternative reference rates, or any other reforms to LIBOR that may be enacted in the United Kingdom, the United States, or elsewhere.

The adverse impact could take various forms and is dependent upon certain factors outside of our control such as: timing of adoption by market forces of a new widely [removed: accepted LIBOR replacement, timing of LIBOR cessation, and counterparty acceptance of a new reference rate for both new and existing contracts, among others.]

Adverse conditions in a geographic region such as inflation, unemployment, recession, natural disasters, [added: impact of the COVID-19 pandemic,] or other factors beyond our control could impact the ability of borrowers in these regions to repay their loans, decrease the value of collateral securing loans made in these regions, or affect the ability of our customers in these regions to continue conducting business with us.

Additionally, a significant portion of our business activities are concentrated within the commercial real estate, healthcare, [added: finance,] and utilities market segments.

Significant harm to our reputation can [removed: also] arise from [removed: other] [added: various] sources, including employee misconduct, actual or perceived unethical behavior, litigation or regulatory outcomes, failing to deliver minimum or required standards of service and quality, compliance failures, disclosure of confidential information, significant or numerous failures, interruptions or breaches of our information systems, failure to meet external commitments and goals, including financial, and the activities of our clients, customers and counterparties, including vendors.

Our ability to compete successfully depends on a number of factors, including: our ability to develop and execute strategic plans and initiatives; our ability to develop, maintain, and build long-term customer relationships based on [added: quality service and competitive prices; our ability to develop competitive products and technologies demanded by our customers, while maintaining our high ethical standards and an effective compliance program and keeping our assets safe and sound; our ability to attract, retain, and develop a highly competent employee workforce; and]

We use quantitative models to help manage certain aspects of our business and to assist with certain business decisions, including, but not limited to, estimating [removed: Current Expected Credit Losses,] [added: CECL,] measuring the fair value of financial instruments when reliable market prices are unavailable, estimating the effects of changing interest rates and other market measures on our financial condition and results of operations, managing risk, and for capital planning purposes (including during the capital stress testing process).

[removed: Because models are representations of reality,] [added: Thus,] our modeling methodologies rely on many assumptions, historical analyses, correlations, and available data.

These assumptions provide only reasonable, not [removed: absolute] [added: absolute,] estimates, particularly in times of market distress when historical correlations on which we rely may no longer be [removed: relevant.][added: relevant, such as has been experienced as a result of the COVID-19 pandemic.]

Models can also produce inadequate estimates due to errors in computer code, use of [removed: bad] [added: unsuitable] data during development or input into the model during model use, or the use of a model for a purpose outside the scope of the model’s design.

Disclosures of risks should not be interpreted to imply that the risks have not already materialized.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

The most recent recession, resulting from the impact of the COVID-19 pandemic, does not appear to have had significant lasting impacts on collateral value.

However, there are still risks to the current recovery that could reverse recent stable trends in asset prices.

These risks include:

- A correction in equity or housing markets;

- Another surge in COVID-19 cases leading to a decrease in economic activity;

- Further supply chain issues such as closed factories and disrupted port activity; and

- Labor-supply constraints could continue longer than anticipated, leading to slowing job growth and boosting wages along with inflation (wage-price spiral).

As a result, many businesses applied for payment deferrals and loan modifications.

As of December 31, 2021, we have an immaterial amount of loans with an active COVID-19 deferral status.

As of December 31, 2021, 96% of COVID-19 deferrals that have expired are current.

Net downgrades reached their peak in the third quarter of 2020.

The portfolio has been in an upgrade cycle ever since with positive net upgrades throughout 2021.

As a result, we have decreased our loan loss reserve during 2021 in keeping with our established methodology.

Labor shortages and constraints in the supply chain could adversely affect our clients’ operations as well as our operations.

Many sectors in the United States and around the world are experiencing a shortage of workers.

Many of our commercial clients have been impacted by this shortage along with disruptions and constraints in the supply chain, which could adversely impact their operations.This could lead to reduced cash flow and difficulty in making loan repayments.

The financial services industry has also been affected by the shortage of workers, which Key has experienced with respect to certain roles (entry level and technology roles, specifically), as well as increasing wages for entry level and certain professional roles.

This may lead to open positions remaining unfilled for longer periods of time or a need to increase wages to attract workers.

We have had to recently increase wages in certain positions to attract talent, particularly in entry-level type positions and certain specialty areas.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

practices, including fair and responsible banking, fair lending, unfair, deceptive or abusive practices, and the Community Reinvestment Act, as well as compliance with AML, BSA and Office of Foreign Assets Control efforts.

Interpretation of consumer banking-related regulations may evolve as the industry and the regulators seek to increase access to banking products and services by consumers.

Moreover, different government administrations may have different regulatory priorities, which may impact the level of regulation of financial institutions and the enforcement environment.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

options to access financial services.

Those same parties may also attempt to fraudulently induce employees, customers, or other users of our systems

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

testing of Key’s internal controls, policies, and procedures.

Our operations and financial performance could be adversely affected by severe weather and natural disasters exacerbated by climate change.

Natural disasters could have a material adverse effect on our financial position and results of operations, and the timing and effects of any natural disaster cannot accurately be predicted.

The frequency and severity of some types of natural disasters, including wildfires, tornadoes and hurricanes, have increased as a result of climate change, which further reduces our ability to predict their effects accurately.

These and other natural disasters could affect Key directly (for example, by interrupting our systems, damaging our facilities or otherwise preventing us from conducting our business in the ordinary course) or indirectly (for example, by damaging or destroying customer businesses or otherwise impairing customers’ ability to repay their loans, or by damaging or destroying property pledged as collateral for loans made by Key).

Societal responses to climate change could adversely affect Key’s business and performance, including indirectly through impacts on Key’s customers.

Concerns over the long-term impacts of climate change have led and may continue to lead to governmental efforts around the world to mitigate those impacts.

New and/or more stringent regulatory requirements could materially affect our results by requiring us to take costly measures to comply with any new laws or regulations related to climate change that may be forthcoming.

Consumers and businesses also may change their own behavior as a result of these concerns.

The strong recovery in commercial real estate over the past several years, in particular the multifamily property sector, has contributed to a surge in investment and development activity.

The current recession has not had significant impacts on collateral value, continued recessionary pressures could reverse recent stable trends in asset prices.

As a result, many businesses have or will have lower revenues and many consumers will have lower income.

This negative impact on customers’ cash flow could result in their inability to repay loans which could have a negative impact on our asset quality.

Although the rating degradation to date has stabilized, many customers have requested and have been granted hardship relief in the form of payment deferrals and modifications as well as loans through the CARES Act.

If customers are unable to repay their loans in a timely manner following hardship relief, it could result in further deterioration of asset quality, an increase in delinquency, some reversal of accrued interest income, and some increase in loan losses.

As a result, we increased our loan loss reserve in the first, second and third quarters of 2020.

Oil prices have declined significantly, which could lead to increased credit losses in our oil and gas loan portfolio.

The oil market faced a drop-off in demand due to the impact of the COVID-19 global pandemic on much of the global economy.

The decline in demand coupled with insufficient storage capacity for oil caused oil prices to decline significantly.

As a result, some oil companies began to halt production and associated exploration in 2020.

While oil prices have recovered from their low point in 2020, the oil and gas sector continues to suffer from low oil prices and as a result, companies in that sector will have lower revenues and cash flows.

Some oil companies have been forced to seek bankruptcy protection as well.

Our oil and gas loan portfolio represented only 2.8% of our total commercial loan portfolio at December 31, 2020, and our exposure is primarily reserve-based, with approximately half tied to natural gas which has shown better price performance.

However, even with our limited exposure, the negative impact of low oil prices could result in increased credit losses.

In 2020, many companies and U.S. government organizations were victims of a sophisticated and targeted supply chain attack on the SolarWinds Orion software.

While Key does not utilize the SolarWinds software products, some of our vendors do.

compliance, and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions, or other relief.

Climate change, severe weather, global pandemics, natural disasters, acts of war or terrorism, and other external events could significantly impact our business.

Natural disasters, including severe weather events of increasing strength and frequency due to climate change, acts of war or terrorism, global pandemics, and other adverse external events could have a significant impact on our ability to conduct business or upon third parties who perform operational services for us.

Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing our loans, cause significant property damage, result in lost revenue, or cause us to incur additional expenses.

Additionally, potential future shutdowns of portions of the Federal government could negatively impact the financial performance of certain customers and could negatively impact customers’ future access to certain loan and guaranty programs.

Our participation in the Paycheck Protection Program may subject us to increased regulatory scrutiny or litigation and could result in damage to our reputation.

We provided over 43,000 loans with over $8 billion in funding and were the seventh overall lender in the PPP in 2020.

The PPP and many lenders that participated in the PPP have been the subject of much publicity and regular media stories.

There have been lawsuits by borrowers and purported agents against lenders related to the program, and we have been the subject of litigation related to the PPP.

Although such litigation has not been material to date, our participation in the program could result in increased exposure to litigation in the future.

In addition, our practices and procedures related to the PPP could be scrutinized by government or regulatory agencies.

Government or regulatory scrutiny or increased litigation could result in financial liability or damage to our reputation.

This could also result in increased legal and compliance costs.

Finally, additional guidance and rulemaking related to capital planning and stress testing have yet to be finalized and impacts resulting from these potential changes remain unknown.

Subsequently, on November 30, 2020, ICE Benchmark Administration (IBA), the FCA-regulated and authorized administrator of LIBOR, announced that it would start a consultation process in December 2020, which was open for feedback through the end of January 2021, on its intention to cease US$ LIBOR.

At this time, it is not possible to predict the effect of the Authority’s announcement, IBA’s consultation, or other regulatory changes or announcements, any

The impact of the COVID-19 global pandemic has resulted in economic disruption related to interest rate risk and market risk.

On March 15, 2020, the Federal Reserve lowered the Fed Funds Target Rate range to 0 to 25 basis points, down from 175 basis points at December 31, 2019.

Other short-term rates, such as LIBOR, have declined as well due to liquidity stress in money markets.

Because Key is positioned as modestly asset sensitive, declining interest rates will negatively impact our net interest income, assuming all loan and deposit volumes are held constant.

Additionally, as it pertains to our trading activities (described in more detail in the “Market risk management” section within Management’s Discussion and Analysis), in a decreasing interest rate environment, our credit valuation adjustment (CVA) to derivative exposure generally increases due to the nature of our derivatives business model.

The increase in derivatives exposure, combined with the credit spread widening that drives the market implied probability of default, increases our credit reserves.

This increase in credit reserves had a negative impact on our earnings in the first quarter of 2020.

| [Long-term financial [removed: targets](#i6f6252e6fdc145a089eacb7dcfdbed17_52)] [added: targets](#i271239fcf0574ab18fd466e6ba6d668d_52)] | | | [removed: [44](#i6f6252e6fdc145a089eacb7dcfdbed17_52)] [added: [46](#i271239fcf0574ab18fd466e6ba6d668d_52)] | | |

| [Corporate [removed: strategy](#i6f6252e6fdc145a089eacb7dcfdbed17_55)] [added: strategy](#i271239fcf0574ab18fd466e6ba6d668d_55)] | | | [removed: [45](#i6f6252e6fdc145a089eacb7dcfdbed17_55)] [added: [47](#i271239fcf0574ab18fd466e6ba6d668d_55)] | | |

| [Strategic [removed: developments](#i6f6252e6fdc145a089eacb7dcfdbed17_58)] [added: developments](#i271239fcf0574ab18fd466e6ba6d668d_58)] | | | [removed: [45](#i6f6252e6fdc145a089eacb7dcfdbed17_58)] [added: [47](#i271239fcf0574ab18fd466e6ba6d668d_58)] | | |

| [Results of [removed: Operations](#i6f6252e6fdc145a089eacb7dcfdbed17_61)] [added: Operations](#i271239fcf0574ab18fd466e6ba6d668d_61)] | | | [removed: [46](#i6f6252e6fdc145a089eacb7dcfdbed17_61)] [added: [48](#i271239fcf0574ab18fd466e6ba6d668d_61)] | | |

| [Earnings [removed: overview](#i6f6252e6fdc145a089eacb7dcfdbed17_64)] [added: overview](#i271239fcf0574ab18fd466e6ba6d668d_64)] | | | [removed: [46](#i6f6252e6fdc145a089eacb7dcfdbed17_64)] [added: [48](#i271239fcf0574ab18fd466e6ba6d668d_64)] | | |

| [Net interest [removed: income](#i6f6252e6fdc145a089eacb7dcfdbed17_67)] [added: income](#i271239fcf0574ab18fd466e6ba6d668d_67)] | | | [removed: [46](#i6f6252e6fdc145a089eacb7dcfdbed17_67)] [added: [48](#i271239fcf0574ab18fd466e6ba6d668d_67)] | | |

| [Provision for credit [removed: losses](#i6f6252e6fdc145a089eacb7dcfdbed17_70)] [added: losses](#i271239fcf0574ab18fd466e6ba6d668d_70)] | | | [removed: [50](#i6f6252e6fdc145a089eacb7dcfdbed17_70)] [added: [51](#i271239fcf0574ab18fd466e6ba6d668d_70)] | | |

| [Noninterest [removed: income](#i6f6252e6fdc145a089eacb7dcfdbed17_73)] [added: income](#i271239fcf0574ab18fd466e6ba6d668d_73)] | | | [removed: [50](#i6f6252e6fdc145a089eacb7dcfdbed17_73)] [added: [51](#i271239fcf0574ab18fd466e6ba6d668d_73)] | | |

| [Noninterest [removed: expense](#i6f6252e6fdc145a089eacb7dcfdbed17_76)] [added: expense](#i271239fcf0574ab18fd466e6ba6d668d_76)] | | | [removed: [52](#i6f6252e6fdc145a089eacb7dcfdbed17_76)] [added: [53](#i271239fcf0574ab18fd466e6ba6d668d_76)] | | |

| [Income [removed: taxes](#i6f6252e6fdc145a089eacb7dcfdbed17_79)] [added: taxes](#i271239fcf0574ab18fd466e6ba6d668d_79)] | | | [removed: [54](#i6f6252e6fdc145a089eacb7dcfdbed17_79)] [added: [55](#i271239fcf0574ab18fd466e6ba6d668d_79)] | | |

[removed: | [Business] [added: Business] Segment [removed: Results](#i6f6252e6fdc145a089eacb7dcfdbed17_82) | | | [54](#i6f6252e6fdc145a089eacb7dcfdbed17_82) | | |][added: Results]

| [Consumer [removed: Bank](#i6f6252e6fdc145a089eacb7dcfdbed17_85)] [added: Bank](#i271239fcf0574ab18fd466e6ba6d668d_85)] | | | [removed: [54](#i6f6252e6fdc145a089eacb7dcfdbed17_85)] [added: [55](#i271239fcf0574ab18fd466e6ba6d668d_85)] | | |

| [Commercial [removed: Bank](#i6f6252e6fdc145a089eacb7dcfdbed17_88)] [added: Bank](#i271239fcf0574ab18fd466e6ba6d668d_88)] | | | [removed: [56](#i6f6252e6fdc145a089eacb7dcfdbed17_88)] [added: [56](#i271239fcf0574ab18fd466e6ba6d668d_88)] | | |

| [Financial [removed: Condition](#i6f6252e6fdc145a089eacb7dcfdbed17_91)] [added: Condition](#i271239fcf0574ab18fd466e6ba6d668d_91)] | | | [removed: [57](#i6f6252e6fdc145a089eacb7dcfdbed17_91)] [added: [58](#i271239fcf0574ab18fd466e6ba6d668d_91)] | | |

| [Loans and loans held for [removed: sale](#i6f6252e6fdc145a089eacb7dcfdbed17_94)] [added: sale](#i271239fcf0574ab18fd466e6ba6d668d_94)] | | | [removed: [57](#i6f6252e6fdc145a089eacb7dcfdbed17_94)] [added: [58](#i271239fcf0574ab18fd466e6ba6d668d_94)] | | |

| [Deposits and other sources of [removed: funds](#i6f6252e6fdc145a089eacb7dcfdbed17_100)] [added: funds](#i271239fcf0574ab18fd466e6ba6d668d_100)] | | | [removed: [67](#i6f6252e6fdc145a089eacb7dcfdbed17_100)] [added: [69](#i271239fcf0574ab18fd466e6ba6d668d_100)] | | |

| [removed: [Capital](#i6f6252e6fdc145a089eacb7dcfdbed17_103)] [added: [Capital](#i271239fcf0574ab18fd466e6ba6d668d_103)] | | | [removed: [68](#i6f6252e6fdc145a089eacb7dcfdbed17_103)] [added: [70](#i271239fcf0574ab18fd466e6ba6d668d_103)] | | |

| [Off-Balance Sheet Arrangements and Aggregate Contractual [removed: Obligations](#i6f6252e6fdc145a089eacb7dcfdbed17_106)] [added: Obligations](#i271239fcf0574ab18fd466e6ba6d668d_106)] | | | [removed: [70](#i6f6252e6fdc145a089eacb7dcfdbed17_106)] [added: [72](#i271239fcf0574ab18fd466e6ba6d668d_106)] | | |

| [Off-balance sheet [removed: arrangements](#i6f6252e6fdc145a089eacb7dcfdbed17_109)] [added: arrangements](#i271239fcf0574ab18fd466e6ba6d668d_109)] | | | [removed: [70](#i6f6252e6fdc145a089eacb7dcfdbed17_109)] [added: [72](#i271239fcf0574ab18fd466e6ba6d668d_109)] | | |

| [removed: [Guarantees](#i6f6252e6fdc145a089eacb7dcfdbed17_115)] [added: [Guarantees](#i271239fcf0574ab18fd466e6ba6d668d_115)] | | | [removed: [72](#i6f6252e6fdc145a089eacb7dcfdbed17_115)] [added: [73](#i271239fcf0574ab18fd466e6ba6d668d_115)] | | |

| [Risk [removed: Management](#i6f6252e6fdc145a089eacb7dcfdbed17_118)] [added: Management](#i271239fcf0574ab18fd466e6ba6d668d_118)] | | | [removed: [72](#i6f6252e6fdc145a089eacb7dcfdbed17_118)] [added: [73](#i271239fcf0574ab18fd466e6ba6d668d_118)] | | |

| [removed: [Overview](#i6f6252e6fdc145a089eacb7dcfdbed17_121)] [added: [Overview](#i271239fcf0574ab18fd466e6ba6d668d_121)] | | | [removed: [72](#i6f6252e6fdc145a089eacb7dcfdbed17_121)] [added: [73](#i271239fcf0574ab18fd466e6ba6d668d_121)] | | |

| [Market risk [removed: management](#i6f6252e6fdc145a089eacb7dcfdbed17_124)] [added: management](#i271239fcf0574ab18fd466e6ba6d668d_124)] | | | [removed: [73](#i6f6252e6fdc145a089eacb7dcfdbed17_124)] [added: [75](#i271239fcf0574ab18fd466e6ba6d668d_124)] | | |

| [Liquidity risk [removed: management](#i6f6252e6fdc145a089eacb7dcfdbed17_127)] [added: management](#i271239fcf0574ab18fd466e6ba6d668d_127)] | | | [removed: [79](#i6f6252e6fdc145a089eacb7dcfdbed17_127)] [added: [81](#i271239fcf0574ab18fd466e6ba6d668d_127)] | | |

| [Credit risk [removed: management](#i6f6252e6fdc145a089eacb7dcfdbed17_130)] [added: management](#i271239fcf0574ab18fd466e6ba6d668d_130)] | | | [removed: [82](#i6f6252e6fdc145a089eacb7dcfdbed17_130)] [added: [84](#i271239fcf0574ab18fd466e6ba6d668d_130)] | | |

| [Operational and compliance risk [removed: management](#i6f6252e6fdc145a089eacb7dcfdbed17_133)] [added: management](#i271239fcf0574ab18fd466e6ba6d668d_133)] | | | [removed: [85](#i6f6252e6fdc145a089eacb7dcfdbed17_133)] [added: [88](#i271239fcf0574ab18fd466e6ba6d668d_133)] | | |

| [GAAP to Non-GAAP [removed: Reconciliations](#i6f6252e6fdc145a089eacb7dcfdbed17_136)] [added: Reconciliations](#i271239fcf0574ab18fd466e6ba6d668d_136)] | | | [removed: [87](#i6f6252e6fdc145a089eacb7dcfdbed17_136)] [added: [90](#i271239fcf0574ab18fd466e6ba6d668d_136)] | | |

| [removed: [Net] [added: Net] interest [removed: income](#i6f6252e6fdc145a089eacb7dcfdbed17_148)] [added: income (TE)] | | | [removed: [88](#i6f6252e6fdc145a089eacb7dcfdbed17_148)] [added: $] | [added: 104] | | [added: $ | (69) | | $ | 35 | | | | | | | | | | | | | |]

| [removed: [Provision] [added: Provision (credit)] for [removed: credit losses](#i6f6252e6fdc145a089eacb7dcfdbed17_157)] [added: losses on lending-related commitments] | | | [removed: [89](#i6f6252e6fdc145a089eacb7dcfdbed17_157)] [added: (37)] | | | [added: 56 | | | | | | | | | | | |]

| [Critical Accounting Policies and [removed: Estimates](#i6f6252e6fdc145a089eacb7dcfdbed17_169)] [added: Estimates](#i271239fcf0574ab18fd466e6ba6d668d_169)] | | | [removed: [91](#i6f6252e6fdc145a089eacb7dcfdbed17_169)] [added: [91](#i271239fcf0574ab18fd466e6ba6d668d_169)] | | |

| [Allowance for loan and lease [removed: losses](#i6f6252e6fdc145a089eacb7dcfdbed17_172)] [added: losses](#i271239fcf0574ab18fd466e6ba6d668d_172)] | | | [removed: [92](#i6f6252e6fdc145a089eacb7dcfdbed17_172)] [added: [91](#i271239fcf0574ab18fd466e6ba6d668d_172)] | | |

| [Valuation [removed: methodologies](#i6f6252e6fdc145a089eacb7dcfdbed17_175)] [added: methodologies](#i271239fcf0574ab18fd466e6ba6d668d_175)] | | | [removed: [93](#i6f6252e6fdc145a089eacb7dcfdbed17_175)] [added: [92](#i271239fcf0574ab18fd466e6ba6d668d_175)] | | |

| [Derivatives and [removed: hedging](#i6f6252e6fdc145a089eacb7dcfdbed17_178)] [added: hedging](#i271239fcf0574ab18fd466e6ba6d668d_178)] | | | [removed: [95](#i6f6252e6fdc145a089eacb7dcfdbed17_178)] [added: [95](#i271239fcf0574ab18fd466e6ba6d668d_178)] | | |

| [Contingent liabilities, guarantees and income [removed: taxes](#i6f6252e6fdc145a089eacb7dcfdbed17_181)] [added: taxes](#i271239fcf0574ab18fd466e6ba6d668d_181)] | | | [removed: [95](#i6f6252e6fdc145a089eacb7dcfdbed17_181)] [added: [95](#i271239fcf0574ab18fd466e6ba6d668d_181)] | | |

| [Accounting and reporting [removed: developments](#i6f6252e6fdc145a089eacb7dcfdbed17_184)] [added: developments](#i271239fcf0574ab18fd466e6ba6d668d_184)] | | | [removed: [96](#i6f6252e6fdc145a089eacb7dcfdbed17_184)] [added: [96](#i271239fcf0574ab18fd466e6ba6d668d_184)] | | |

This section reviews the financial condition and results of operations of KeyCorp and its subsidiaries for [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

To review our financial condition and results of operations for [removed: 2018] [added: 2019] and a comparison between the [removed: 2018 and] 2019 [added: and 2020] results, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of our [removed: 2019 Form 10-K] [added: [2020](https://www.sec.gov/ix?doc=/Archives/edgar/data/91576/000009157621000044/key-20201231.htm) [Form 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/91576/000009157621000044/key-20201231.htm)] filed with the SEC on February [removed: 26, 2020.][added: 22, 2021, which discussion is incorporated herein by reference.]

Our full-year dividend for [removed: 2020] [added: 2021] was [removed: $.74,] [added: $.75,] a [removed: 4%] [added: 1.4%] increase from the previous year.

We intend to pursue this [removed: strategy] [added: commitment] 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.

| [Introduction](#i271239fcf0574ab18fd466e6ba6d668d_49) | | | [45](#i271239fcf0574ab18fd466e6ba6d668d_49) | | |

| [Securities](#i271239fcf0574ab18fd466e6ba6d668d_97) | | | [66](#i271239fcf0574ab18fd466e6ba6d668d_97) | | |

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[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

Positive operating leverage was achieved for the 2021 fiscal year, and we expect to again generate positive operating leverage in 2022.

Overall revenue was up 9% year-over-year with growth in both net interest income and noninterest income.

Our net charge-offs to average loans ratio remains at a historically low level.

We believe our strong risk management practices will allow us to continue supporting our clients, while maintaining our moderate risk profile, and will position the company to perform well through all business cycles.

In 2021 we returned 75% of our net income to shareholders in the form of dividends and share repurchases.

We remain committed to delivering value to all shareholders.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

We generated positive operating leverage for the eighth time in the past nine years.

Revenue was up 9% year-over-year with our Investment Banking business continuing to be a consistent and sustainable growth engine.

In order to enhance our strong competitive position we have continued to add senior bankers and expect future growth in 2022.

- During 2021 we completed the acquisition of AQN Strategies, a consumer-focused analytics firm, and XUP, a business-to-business focused digital payments platform that provides an integrated and seamless onboarding experience.

In 2021, we also launched our national digital affinity bank, Laurel Road for Doctors, which expanded our consumer footprint nationally for a very targeted high-quality client segment.

- Laurel Road and and our consumer mortgage business have continued to provide growth to the company as these businesses generated $16 billion in originations for the year.

In 2021, we completed $1.2 billion of gross Common Share repurchases primarily through the open market and an ASR program.

Some of these awards and

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

TE net interest income benefited from lower deposit costs, higher loan fees driven by PPP forgiveness, and elevated levels of liquidity as we continued to experience higher levels of deposit inflows in 2021.

TE net interest income was also impacted by a lower net interest margin, the exit of the indirect auto loan portfolio, and one less day in 2021.

Commercial loans decreased $4.6 billion, reflecting decreased utilization versus the prior year.

Average deposits totaled $145.0 billion for 2021, an increase of $17.7 billion compared to 2020.

The increase reflects growth from consumer and commercial relationships, consumer retention of stimulus payments, and higher commercial escrow deposits, partially offset by declines in certificates of deposits and other time deposits.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

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

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| Loans | | | $ | (95) | | $ | (241) | | $ | (336) | | | | | | | | | | | | | |

| Total interest income (TE) | | | 65 | | | (385) | | | (320) | | | | | | | | | | | | | | |

The decrease in our provision for credit losses included a reserve release of $602 million and was largely driven by improvements in the economic outlook and asset quality as well as lower net charge-offs.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| [Introduction](#i6f6252e6fdc145a089eacb7dcfdbed17_49) | | | [43](#i6f6252e6fdc145a089eacb7dcfdbed17_49) | | |

| [Securities](#i6f6252e6fdc145a089eacb7dcfdbed17_97) | | | [65](#i6f6252e6fdc145a089eacb7dcfdbed17_97) | | |

| [Contractual obligations](#i6f6252e6fdc145a089eacb7dcfdbed17_112) | | | [71](#i6f6252e6fdc145a089eacb7dcfdbed17_112) | | |

| [Fourth Quarter Results](#i6f6252e6fdc145a089eacb7dcfdbed17_142) | | | [88](#i6f6252e6fdc145a089eacb7dcfdbed17_142) | | |

| [Earnings](#i6f6252e6fdc145a089eacb7dcfdbed17_145) | | | [88](#i6f6252e6fdc145a089eacb7dcfdbed17_145) | | |

| [Noninterest income](#i6f6252e6fdc145a089eacb7dcfdbed17_151) | | | [88](#i6f6252e6fdc145a089eacb7dcfdbed17_151) | | |

| [Noninterest expense](#i6f6252e6fdc145a089eacb7dcfdbed17_154) | | | [88](#i6f6252e6fdc145a089eacb7dcfdbed17_154) | | |

| [Income taxes](#i6f6252e6fdc145a089eacb7dcfdbed17_160) | | | [89](#i6f6252e6fdc145a089eacb7dcfdbed17_160) | | |

| [Selected Quarterly Financial Data](#i6f6252e6fdc145a089eacb7dcfdbed17_163) | | | [90](#i6f6252e6fdc145a089eacb7dcfdbed17_163) | | |

| [Selected Quarterly GAAP to Non-GAAP](#i6f6252e6fdc145a089eacb7dcfdbed17_166) [Reconc](#i6f6252e6fdc145a089eacb7dcfdbed17_166)[iliations](#i6f6252e6fdc145a089eacb7dcfdbed17_166) | | | [91](#i6f6252e6fdc145a089eacb7dcfdbed17_166) | | |

| [European Sovereign and Non-Sovereign Debt Exposures](#i6f6252e6fdc145a089eacb7dcfdbed17_187) | | | [97](#i6f6252e6fdc145a089eacb7dcfdbed17_187) | | |

Building on our performance in 2020, we expect to deliver positive operating leverage again in 2021.

While remaining consistent over the past three years, we expect to make continued progress on our cash efficiency ratio during 2021 as we focus on expenses and strategically invest back into our business.

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.

During 2020, our net loan charge-offs to average loans ratio was impacted by $443 million of net loan charge-offs.

Consistent with long-term targets, net charge-offs to average loans are expected to be in the 50 to 60 basis points range in 2021 based on full year guidance, which is in line with our through-the-cycle range of 40 to 60 basis points.

In 2021, we remain committed to consistently delivering on our stated priorities of supporting organic growth, increasing dividends, and prudently repurchasing Common Shares.

Our strategic focus is to deliver ease, value, and expertise to help our clients make better financial decisions and build enduring relationships.

Our cash efficiency ratio remained consistent year over year, and we achieved our seventh consecutive year of positive operating leverage.

Full year expenses were up 5.3% from the prior year as a result of elevated production-related incentives, higher salaries due to merit increases, payments-related expenses from prepaid card activity, as well as COVID-19-related costs for steps that Key has taken to ensure the health and safety of teammates.

Revenue was up for the year, driven by all-time high investment banking and debt placement fees, record consumer mortgage fees and higher prepaid card activity from state government support programs.

We continued to see strong balance sheet growth as average loans were up 12.2% and average deposits were up 15.7% 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.

- Our residential mortgage business is another area where we are seeing strong returns on our investments.

Residential mortgage loan originations for 2020 were $8.3 billion, up over 90% from 2019, with $2.5 billion originated in the fourth quarter of 2020.

We repurchased $170 million of Common Shares, including $134 million of Common Shares in the open market and $36 million of Common Shares related to employee equity compensation programs.

Chief Diversity, Equity and Inclusion Officer Named

On April 13, 2020, we announced that Greg Jones has been named Chief Diversity, Equity, and Inclusion Officer for the company.

In this role, Greg is accountable for leading the strategy and tactics to improve the acquisition, movement, development and retention of diverse talent and suppliers.

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

income were taxable and at the same rate).

Net interest income for 2020 reflects an increase in earning asset balances and higher loan fees, partially offset by a lower net interest margin.

The net interest margin was impacted by lower interest rates, Key’s participation in the PPP, and elevated levels of liquidity.

Average deposits totaled $127.3 billion for 2020, an increase of $17.3 billion compared to 2019, reflecting growth from consumer and commercial relationships, partially offset by a decline in time deposits as a result of lower interest rates.

Figure 1.

| Deposits in foreign office | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

(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.

Consolidated Average Balance Sheets, Net Interest Income, and Yields/Rates from Continuing Operations (Continued)

The information included under the caption “Risk Management — Market risk management” in the MD&A beginning on page [removed: 73] [added: [75](#i271239fcf0574ab18fd466e6ba6d668d_124)] is incorporated herein by reference.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

We are a BHC under the BHCA and one of the nation’s largest bank-based financial services companies, with consolidated total assets of approximately [removed: $170.3] [added: $186.3] billion at December 31, [removed: 2020.][added: 2021.]

As of December 31, [removed: 2020,] [added: 2021,] these services were provided across the country through KeyBank’s [removed: 1,073] [added: 999] full-service retail banking branches and a network of [removed: 1,386] [added: 1,317] ATMs in 15 states, as well as additional offices, online and mobile banking capabilities, [added: including our national digital bank, Laurel Road,] and a telephone banking call center.

In addition to the customary banking services of accepting deposits and making loans, our bank and its trust company subsidiary offer personal and institutional trust custody services, [removed: securities lending,] personal financial and planning services, access to mutual funds, treasury services, and international banking services.

[removed: In the first quarter of 2019, we revised our] [added: Our] management structure and [removed: changed our] basis of presentation [added: is divided] into two business segments, Consumer Bank and Commercial Bank.

The Commercial operating segment is a full-service corporate bank focused principally on serving the needs of middle market clients [added: in seven industry sectors: consumer, energy, healthcare, industrial, public sector, real estate, and technology.]

Information contained on or accessible [removed: through] [added: through, including any reports available on,] our website or any other website referenced in this report is not part of this report.

Our human capital management strategy [removed: includes] [added: is focused on] recruiting, developing, and retaining top [removed: talent, rewarding and recognizing our employees based on performance, discouraging imprudent risk-taking, cultivating a fair and inclusive culture, and delivering] [added: talent in order to deliver] strong returns to our shareholders.

Key had an average of [removed: 16,826] [added: 16,974] full time equivalent employees in [removed: 2020.][added: 2021.]

| [added: | | |] Region | | | Employee Count | | |

In [removed: 2020,] [added: 2021,] we [removed: placed an emphasis] [added: continued to focus] on increasing minority representation in management and leadership roles, expanding our overall recruiting focus, developing diverse candidate slates and pipelines, increasing supplier diversity, and leveraging our existing employee resource groups to strengthen both engagement and inclusion.

As of December 31, [removed: 2020,] [added: 2021,] our overall workforce was [removed: 59%] [added: 58%] female, [removed: 79%] [added: 78%] White, 8% Black/African American, 6% Hispanic/Latino, [removed: 5%] [added: 6%] Asian and 2% other.

Our Board of Directors is [removed: 47%] [added: 46%] diverse [removed: (5 women and 2 minorities out] [added: (six] of [removed: 15] [added: our 13] total [removed: Directors)] [added: Directors are diverse, with four women, one of whom is also a minority,] and [added: two male minorities) and] our Executive Leadership Team is [removed: 23%] [added: 29%] diverse [removed: (3] [added: (three] women [added: and one minority] out of [removed: 13] [added: 14] total executives).

Set forth below are the names and ages of the executive officers of KeyCorp as of December 31, [removed: 2020,] [added: 2021,] the positions held by each at KeyCorp during the past five years, and the year each first became an executive officer of KeyCorp.

Because Mark Midkiff [removed: has] [added: and James Waters have] been employed at KeyCorp for less than five years, information is being provided concerning [removed: his] [added: their] prior business experience.

Alexander [removed: (41)] [added: (42)] - Mr. Alexander has been KeyCorp’s Head of Consumer Bank and an executive officer of KeyCorp since January 2020.

Brady [removed: (54)] [added: (55)] *-* Ms. Brady is KeyCorp’s Chief Information Officer, serving in that role since May 2012.

Evans [removed: (56)] [added: (57)] - Ms. Evans has been the Director of Corporate Center for KeyCorp since August 2012.

Fishel [removed: (55)] [added: (56)] - Mr. Fishel became the Chief Human Resources Officer and an executive officer of KeyCorp in May 2018.

Gorman [removed: (60)] [added: (61)] - Mr. Gorman has been Chairman, Chief Executive Officer, and President of KeyCorp since May 1, 2020.

Clark H.I. Khayat [removed: (49)] [added: (50)] - Mr. Khayat rejoined KeyCorp as Chief Strategy Officer in January 2018.

Kimble [removed: (60)] [added: (61)] - Mr. Kimble has been the Chief Financial Officer of KeyCorp since June 2013.

Mago [removed: (55)] [added: (56)] - Ms. Mago is the Head of Commercial Bank.

Midkiff [removed: (58)] [added: (59)] - Mr. Midkiff became Chief Risk Officer and an executive officer of KeyCorp in January 2018.

Prior to joining KeyCorp, Mr. Midkiff served as the Deputy Chief Credit Officer of [removed: BB&T] [added: BB&T, a banking and financial services firm,] from May 2017 to December 2017.

He served as Chief Risk Officer of GE [removed: Capital] [added: Capital, the financial services division of General Electric,] from May 2015 to January 2017.

Paine III [removed: (51)] [added: (52)] - Mr. Paine is the Head of Institutional Bank.

Ryan [removed: (59)] [added: (60)] - Mr. Ryan has been the Chief Risk Review Officer and General Auditor of KeyCorp since 2007.

Schosser [removed: (50)] [added: (51)] - Mr. Schosser has been the Chief Accounting Officer and an executive officer of KeyCorp since May 2015.

[removed: In addition,] federal law provides that in the bankruptcy of a BHC, any commitment by the BHC to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment.

At December 31, [removed: 2020,] [added: 2021,] we operated one full-service, FDIC-insured national bank subsidiary, KeyBank, and one national bank subsidiary that is limited to fiduciary activities.

[added: Consistent with the international framework, the Regulatory Capital Rules further restrict the type of instruments that may be recognized in tier 1 and tier 2 capital (including the phase out of trust] preferred securities from tier 1 capital for BHCs above a certain asset threshold, like KeyCorp); establish a minimum Common Equity Tier 1 capital ratio requirement of 4.5% and capital buffers to absorb losses during periods of financial stress while allowing an institution to provide credit intermediation as it would during a normal economic environment; and refine several of the methodologies used for determining risk-weighted assets.

At December 31, [removed: 2020,] [added: 2021,] KeyCorp’s ratios under the fully phased-in Regulatory Capital Rules are set forth in the following table.

| Ratios (including stress capital buffer) | | | Regulatory Minimum Requirement | | | Stress Capital Buffer (b) | | | Regulatory Minimum With Stress Capital Buffer | | | KeyCorp December 31, [removed: 2020] [added: 2021] (c) | | |

| Common Equity Tier 1 | | | 4.50 | | % | 2.50 | | % | 7.00 | | % | [removed: 9.73] [added: 9.48] | | % |

| Tier 1 Capital | | | 6.00 | | | 2.50 | | | 8.50 | | | [removed: 11.11] [added: 10.77] | | |

| Total Capital | | | 8.00 | | | 2.50 | | | 10.50 | | | [removed: 13.40] [added: 12.49] | | |

| Leverage (a) | | | 4.00 | | | N/A | | | 4.00 | | | [removed: 8.94] [added: 8.47] | | |

We believe that, as of December 31, [removed: 2020,] [added: 2021,] KeyBank (consolidated) satisfied the risk-based and leverage capital requirements necessary to be considered “well capitalized” for purposes of the revised prompt corrective action framework.

The revisions seek to restore credibility in the calculation of risk-weighted assets (“RWAs”) and improve the comparability of regulatory capital ratios across banking organizations by: (1) enhancing the robustness and risk-sensitivity of the standardized approach for credit risk, credit valuation adjustment, and operational risk; (2) constraining the use of internal models [added: by placing limits on certain inputs used to calculate capital requirements under the internal ratings-based approach for credit risk (used by advanced approaches banking organizations) and removing the ability to use an internal model for purposes of determining the capital charge for credit valuation adjustment (“CVA”) risk and operational risk; (3) introducing a leverage ratio buffer to further limit the leverage of global systemically-important banks; and (4) replacing the existing Basel II output floor with a more robust, risk-sensitive floor based on the Basel III standardized approach.]

On November 13, 2019, the federal banking agencies published an amendment to the final rule to provide standardized approach banking organizations with the option to implement the simplification [removed: changes on either January 1, 2020, or April 1, 2020.]

During the third quarter of 2021, Key executed on the sale of our indirect auto loan portfolio coupled with the purchase of senior notes from a securitization collateralized by the sold loans.

The indirect auto portfolio totaled $3.3 billion at the time of sale.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

Two of the important ways we deliver on this strategy are to (i) reward and recognize our employees based on performance while discouraging imprudent risk-taking, and (ii) cultivate a fair and inclusive culture.

In addition, we are committed to pay equity as a foundational element of our culture.

As of June 2021, at KeyBank women earn on average more than 99% of what their male teammates earn, and people of color earn on average more than 99% of what their white teammates earn, after taking into account an employee’s job.

Our analysis is based on total compensation (base salary and all discretionary incentives) covering all teammates eligible for a discretionary incentive, other than our Executive Leadership Team whose pay is set by our Board of Directors.

More information about our commitment to pay equity is available at www.key.com/about/diversity/pay-equity-commitment.jsp.

As of December 31, 2021, a total of 17,654 employees worked in the following regions:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | East | | | 13,126 | | |

| | | | West | | | 2,980 | | |

| | | | All Other | | | 1,548 | | |

Key supports our teammates by providing a comprehensive and competitive total rewards program, representing our investment in our teammates’ collective success and reflecting our commitment to helping them thrive.

In addition to compensation programs, Key’s offerings include employee health and welfare plans, a 401(k) plan with Key-paid profit sharing and matching contributions, paid parental leave, a Discounted Stock Purchase Plan, wellness incentives and a fitness reimbursement.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

Kenneth C.

Gavrity (45) - Mr. Gavrity has been Head of Enterprise Payments since January 2019 and became an executive officer of KeyCorp in May 2021.

Prior to this, Mr. Gavrity served as Head of Commercial Payments from 2016 to 2019.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

Jaime Warder (48) - Mr. Warder has been Head of Digital Banking since January 2019 and became an executive officer of KeyCorp in May 2021.

Prior to this, Mr. Warder served as Head of Business Banking and Investment Services from 2017 to 2019.

James L.

Waters (55) - Mr. Waters became the General Counsel and Secretary and an executive officer of KeyCorp in July 2021.

From 2018 to 2021, he served as General Counsel and Corporate Secretary of Cullen/Frost Bankers, Inc., a financial holding company.

Prior to 2018, he was a partner of the law firm Haynes and Boone, LLP.

In addition,

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

changes on either January 1, 2020, or April 1, 2020.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

On December 1, 2021, the Federal Reserve published revisions to the FR 2052a liquidity reporting form in order to accurately reflect the NSFR final rule and to capture other data elements necessary to monitor banking organizations’ liquidity positions and compliance with liquidity risk management standards.

The revisions will be effective on May 1, 2022, for Category I firms and on October 1, 2022, for Category II, III, and IV firms (including KeyCorp).

Such summaries were not disclosed after 2018 because of the rule changes discussed below.

In 2022, KeyCorp will be required to participate in the Federal Reserve’s CCAR process and will be subject to a supervisory stress test conducted by the Federal Reserve.

in seven industry sectors: consumer, energy, healthcare, industrial, public sector, real estate, and technology.

The following financial data is included in this report in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8.

Financial Statements and Supplementary Data, and is incorporated herein by reference as indicated below:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Description of Financial Data | | | Page Number | | |

| | | | | | |

| Selected Financial Data | | | 41 | | |

| Consolidated Average Balance Sheets, Net Interest Income and Yields/Rates from Continuing Operations | | | 48 | | |

| Components of Net Interest Income Changes from Continuing Operations | | | 50 | | |

| Composition of Loans | | | 60 | | |

| Remaining Maturities and Sensitivity of Certain Loans to Changes in Interest Rates | | | 65 | | |

| Securities Available for Sale | | | 66 | | |

| Held-to-Maturity Securities | | | 67 | | |

| Maturity Distribution of Time Deposits of $100,000 or More | | | 68 | | |

| Allocation of the Allowance for Loan and Lease Losses | | | 83 | | |

| Summary of Loan and Lease Loss Experience from Continuing Operations | | | 84 | | |

| Summary of Nonperforming Assets and Past Due Loans from Continuing Operations | | | 85 | | |

| Summary of Changes in Nonperforming Loans from Continuing Operations | | | 85 | | |

| Short-Term Borrowings | | | 170 | | |

As of December 31, 2020, our employee count by region was approximately:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| New England Region | | | 417 | | |

| East Region | | | 2,479 | | |

| Upstate New York Region | | | 2,773 | | |

| Northeast Ohio/Western Pennsylvania Region | | | 6,128 | | |

| Great Lakes Region | | | 1,287 | | |

| Rocky Mountain Region | | | 1,182 | | |

| Pacific Region | | | 1,906 | | |

| Corporate Offices (Out of Footprint) | | | 1,613 | | |

For more information about our diversity and inclusion efforts, a more detailed breakdown of employee diversity by EEO-1 categories, and information about how we work every day and in every way to help our clients, colleagues, and communities thrive, please see our website and our Corporate Responsibility Report at www.investor.key.com/esg-information/corporate-responsibility/.

As previously disclosed on Form 8-K, Beth Mooney retired as Chairman and Chief Executive Officer on May 1, 2020.

On December 28, 2020, Craig Beazer resigned as KeyCorp’s General Counsel and Secretary and that position remained vacant as of December 31, 2020.

During her career with KeyCorp, she has served in a variety of senior management roles associated with the call center, internet banking, retail banking, distribution management and information technology.

Consistent with the international framework, the Regulatory Capital Rules further restrict the type of instruments that may be recognized in tier 1 and tier 2 capital (including the phase out of trust

by placing limits on certain inputs used to calculate capital requirements under the internal ratings-based approach for credit risk (used by advanced approaches banking organizations) and removing the ability to use an internal model for purposes of determining the capital charge for credit valuation adjustment (“CVA”) risk and operational risk; (3) introducing a leverage ratio buffer to further limit the leverage of global systemically-important banks; and (4) replacing the existing Basel II output floor with a more robust, risk-sensitive floor based on the Basel III standardized approach.

regulatory capital relief provided under the CECL Interim Final Rule after the end of the statutory relief period.

Thus, as of December 31, 2019, KeyCorp is no longer subject to an LCR requirement or an LCR public disclosure requirement.

[removed: Indicated] [added: Indicate] by check mark whether the registrant has filed a report on and attestation [added: to its management’s assessment] of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

The aggregate market value of voting [added: and non-voting common] stock held by nonaffiliates of the Registrant was [removed: $11,887,028,662] [added: $19,829,696,963] (based on the June 30, [removed: 2020,] [added: 2021,] closing price of KeyCorp Common Shares of [removed: $12.18] [added: $20.65] as reported on the New York Stock Exchange).

As of February [removed: 17, 2021,] [added: 18, 2022,] there were [removed: 968,815,152] [added: 927,761,031] Common Shares outstanding.

Certain specifically designated portions of KeyCorp’s definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

Forward-looking statements usually can be identified by the use of words such as “goal,” “objective,” “plan,” “expect,” “assume,” “anticipate,” “intend,” “project,” “believe,” “estimate,” [added: “will,” “would,” “should,” “could,”] or other words of similar meaning.

- defaults by our loan [removed: counterparties] [added: clients] or [removed: clients;][added: counterparties;]

- deterioration of asset quality and an increase in credit losses due to the [added: continued impact of the] COVID-19 global [removed: pandemic;][added: pandemic, including any of the related variants;]

- increased operational risks resulting from the COVID-19 global [removed: pandemic;][added: pandemic, including any of the related variants;]

- uncertainty in markets due to the COVID-19 global [removed: pandemic;][added: pandemic, including any of the related variants;]

- our ability to attract and retain talented executives and [removed: employees and to manage our reputational risks;][added: employees;]

Any forward-looking statements made by us or on our behalf speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or [removed: circumstances.][added: circumstances, except as required by applicable securities laws.]

Before making an investment decision, you should carefully consider all risks and uncertainties disclosed in our SEC filings, including this report on Form 10-K and our subsequent reports on Forms 10-Q and 8-K [added: and our registration statements under the Securities Act of 1933, as]

[removed: and our registration statements under the Securities Act of 1933, as] amended, all of which are or will upon filing be accessible on the SEC’s website at www.sec.gov and on our website at www.key.com/ir.

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

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

[removed: 2020] [added: 2021] FORM 10-K ANNUAL REPORT

| 1A | | | | | | [Risk [removed: Factors](#i6f6252e6fdc145a089eacb7dcfdbed17_22)] [added: Factors](#i271239fcf0574ab18fd466e6ba6d668d_22)] | | | [removed: [26](#i6f6252e6fdc145a089eacb7dcfdbed17_22)] [added: [27](#i271239fcf0574ab18fd466e6ba6d668d_22)] | | |

| 1B | | | | | | [Unresolved Staff [removed: Comments](#i6f6252e6fdc145a089eacb7dcfdbed17_25)] [added: Comments](#i271239fcf0574ab18fd466e6ba6d668d_25)] | | | [removed: [38](#i6f6252e6fdc145a089eacb7dcfdbed17_25)] [added: [40](#i271239fcf0574ab18fd466e6ba6d668d_25)] | | |

| 3 | | | | | | [Legal [removed: Proceedings](#i6f6252e6fdc145a089eacb7dcfdbed17_31)] [added: Proceedings](#i271239fcf0574ab18fd466e6ba6d668d_31)] | | | [removed: [39](#i6f6252e6fdc145a089eacb7dcfdbed17_31)] [added: [41](#i271239fcf0574ab18fd466e6ba6d668d_31)] | | |

| 4 | | | | | | [Mine Safety [removed: Disclosures](#i6f6252e6fdc145a089eacb7dcfdbed17_34)] [added: Disclosures](#i271239fcf0574ab18fd466e6ba6d668d_34)] | | | [removed: [39](#i6f6252e6fdc145a089eacb7dcfdbed17_34)] [added: [41](#i271239fcf0574ab18fd466e6ba6d668d_34)] | | |

| 5 | | | | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6f6252e6fdc145a089eacb7dcfdbed17_40)] [added: Securities](#i271239fcf0574ab18fd466e6ba6d668d_40)] | | | [removed: [39](#i6f6252e6fdc145a089eacb7dcfdbed17_40)] [added: [41](#i271239fcf0574ab18fd466e6ba6d668d_40)] | | |

| 7 | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6f6252e6fdc145a089eacb7dcfdbed17_46)] [added: Operations](#i271239fcf0574ab18fd466e6ba6d668d_46)] | | | [removed: [42](#i6f6252e6fdc145a089eacb7dcfdbed17_46)] [added: [44](#i271239fcf0574ab18fd466e6ba6d668d_46)] | | |

| 7A | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6f6252e6fdc145a089eacb7dcfdbed17_190)] [added: Risk](#i271239fcf0574ab18fd466e6ba6d668d_190)] | | | [removed: [97](#i6f6252e6fdc145a089eacb7dcfdbed17_190)] [added: [96](#i271239fcf0574ab18fd466e6ba6d668d_190)] | | |

| 8 | | | | | | [Financial Statements and Supplementary [removed: Data](#i6f6252e6fdc145a089eacb7dcfdbed17_193)] [added: Data](#i271239fcf0574ab18fd466e6ba6d668d_193)] | | | [removed: [98](#i6f6252e6fdc145a089eacb7dcfdbed17_193)] [added: [97](#i271239fcf0574ab18fd466e6ba6d668d_193)] | | |

| | | | | | | [Management’s Annual Report on Internal Control over Financial [removed: Reporting](#i6f6252e6fdc145a089eacb7dcfdbed17_196)] [added: Reporting](#i271239fcf0574ab18fd466e6ba6d668d_196)] | | | [removed: [99](#i6f6252e6fdc145a089eacb7dcfdbed17_196)] [added: [98](#i271239fcf0574ab18fd466e6ba6d668d_196)] | | |

| | | | | | | [Reports of Independent Registered Public Accounting [removed: Firm](#i6f6252e6fdc145a089eacb7dcfdbed17_199)] [added: Firm](#i271239fcf0574ab18fd466e6ba6d668d_199)] | | | [removed: [100](#i6f6252e6fdc145a089eacb7dcfdbed17_199)] [added: [99](#i271239fcf0574ab18fd466e6ba6d668d_199)] | | |

| | | | | | | [Consolidated Financial Statements and Related [removed: Notes](#i6f6252e6fdc145a089eacb7dcfdbed17_205)] [added: Notes](#i271239fcf0574ab18fd466e6ba6d668d_205)] | | | [removed: [103](#i6f6252e6fdc145a089eacb7dcfdbed17_205)] [added: [102](#i271239fcf0574ab18fd466e6ba6d668d_205)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i6f6252e6fdc145a089eacb7dcfdbed17_208)] [added: Sheets](#i271239fcf0574ab18fd466e6ba6d668d_208)] | | | [removed: [103](#i6f6252e6fdc145a089eacb7dcfdbed17_208)] [added: [102](#i271239fcf0574ab18fd466e6ba6d668d_208)] | | |

| | | | | | | [Consolidated Statements of [removed: Income](#i6f6252e6fdc145a089eacb7dcfdbed17_214)] [added: Comprehensive Income](#i271239fcf0574ab18fd466e6ba6d668d_214)] | | | [removed: [104](#i6f6252e6fdc145a089eacb7dcfdbed17_214)] [added: [104](#i271239fcf0574ab18fd466e6ba6d668d_214)] | | |

| | | | | | | [Consolidated Statements of Changes in [removed: Equity](#i6f6252e6fdc145a089eacb7dcfdbed17_226)] [added: Equity](#i271239fcf0574ab18fd466e6ba6d668d_217)] | | | [removed: [106](#i6f6252e6fdc145a089eacb7dcfdbed17_226)] [added: [105](#i271239fcf0574ab18fd466e6ba6d668d_217)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i6f6252e6fdc145a089eacb7dcfdbed17_232)] [added: Flows](#i271239fcf0574ab18fd466e6ba6d668d_220)] | | | [removed: [107](#i6f6252e6fdc145a089eacb7dcfdbed17_232)] [added: [106](#i271239fcf0574ab18fd466e6ba6d668d_220)] | | |

| 9 | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6f6252e6fdc145a089eacb7dcfdbed17_364)] [added: Disclosure](#i271239fcf0574ab18fd466e6ba6d668d_313)] | | | [removed: [183](#i6f6252e6fdc145a089eacb7dcfdbed17_364)] [added: [181](#i271239fcf0574ab18fd466e6ba6d668d_313)] | | |

| 10 | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6f6252e6fdc145a089eacb7dcfdbed17_376)] [added: Governance](#i271239fcf0574ab18fd466e6ba6d668d_325)] | | | [removed: [183](#i6f6252e6fdc145a089eacb7dcfdbed17_376)] [added: [181](#i271239fcf0574ab18fd466e6ba6d668d_325)] | | |

| 12 | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6f6252e6fdc145a089eacb7dcfdbed17_382)] [added: Matters](#i271239fcf0574ab18fd466e6ba6d668d_331)] | | | [removed: [184](#i6f6252e6fdc145a089eacb7dcfdbed17_382)] [added: [182](#i271239fcf0574ab18fd466e6ba6d668d_331)] | | |

| 13 | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6f6252e6fdc145a089eacb7dcfdbed17_385)] [added: Independence](#i271239fcf0574ab18fd466e6ba6d668d_334)] | | | [removed: [184](#i6f6252e6fdc145a089eacb7dcfdbed17_385)] [added: [182](#i271239fcf0574ab18fd466e6ba6d668d_334)] | | |

| 14 | | | | | | [Principal Accountant Fees and [removed: Services](#i6f6252e6fdc145a089eacb7dcfdbed17_388)] [added: Services](#i271239fcf0574ab18fd466e6ba6d668d_337)] | | | [removed: [184](#i6f6252e6fdc145a089eacb7dcfdbed17_388)] [added: [182](#i271239fcf0574ab18fd466e6ba6d668d_337)] | | |

| 15 | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i6f6252e6fdc145a089eacb7dcfdbed17_394)] [added: Schedules](#i271239fcf0574ab18fd466e6ba6d668d_343)] | | | [removed: [184](#i6f6252e6fdc145a089eacb7dcfdbed17_394)] [added: [182](#i271239fcf0574ab18fd466e6ba6d668d_343)] | | |

| | | | | | | [(a) (1) Financial Statements — See listing in Item 8 [removed: above](#i6f6252e6fdc145a089eacb7dcfdbed17_397)] [added: above](#i271239fcf0574ab18fd466e6ba6d668d_346)] | | | [removed: [184](#i6f6252e6fdc145a089eacb7dcfdbed17_397)] [added: [182](#i271239fcf0574ab18fd466e6ba6d668d_346)] | | |

| | | | | | | [(a) (2) Financial Statement Schedules — None [removed: required](#i6f6252e6fdc145a089eacb7dcfdbed17_400)] [added: required](#i271239fcf0574ab18fd466e6ba6d668d_349)] | | | [removed: [185](#i6f6252e6fdc145a089eacb7dcfdbed17_400)] [added: [183](#i271239fcf0574ab18fd466e6ba6d668d_349)] | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

December 31, 2021

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

- labor shortages and supply chain constraints;

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

- societal responses to climate change;

- our ability to manage our reputational risks;

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| 1 | | | | | | [Business](#i271239fcf0574ab18fd466e6ba6d668d_19) | | | [6](#i271239fcf0574ab18fd466e6ba6d668d_19) | | |

| 2 | | | | | | [Properties](#i271239fcf0574ab18fd466e6ba6d668d_28) | | | [41](#i271239fcf0574ab18fd466e6ba6d668d_28) | | |

| 6 | | | | | | [RESERVED](#i271239fcf0574ab18fd466e6ba6d668d_43) | | | [43](#i271239fcf0574ab18fd466e6ba6d668d_43) | | |

| | | | | | | [Consolidated Statements of Income](#i271239fcf0574ab18fd466e6ba6d668d_211) | | | [103](#i271239fcf0574ab18fd466e6ba6d668d_211) | | |

| | | | | | | [Notes to Consolidated Financial Statements](#i271239fcf0574ab18fd466e6ba6d668d_223) | | | [107](#i271239fcf0574ab18fd466e6ba6d668d_226) | | |

| 9A | | | | | | [Controls and Procedures](#i271239fcf0574ab18fd466e6ba6d668d_316) | | | [181](#i271239fcf0574ab18fd466e6ba6d668d_316) | | |

| 9B | | | | | | [Other Information](#i271239fcf0574ab18fd466e6ba6d668d_319) | | | [181](#i271239fcf0574ab18fd466e6ba6d668d_319) | | |

| 9C | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i271239fcf0574ab18fd466e6ba6d668d_2945) | | | [181](#i271239fcf0574ab18fd466e6ba6d668d_2945) | | |

| 11 | | | | | | [Executive Compensation](#i271239fcf0574ab18fd466e6ba6d668d_328) | | | [182](#i271239fcf0574ab18fd466e6ba6d668d_328) | | |

| | | | | | | [(a) (3) Exhibits](#i271239fcf0574ab18fd466e6ba6d668d_352) | | | [184](#i271239fcf0574ab18fd466e6ba6d668d_352) | | |

| 16 | | | | | | [Form 10-K Summary](#i271239fcf0574ab18fd466e6ba6d668d_355) | | | [186](#i271239fcf0574ab18fd466e6ba6d668d_355) | | |

| | | | | | | [Signatures](#i271239fcf0574ab18fd466e6ba6d668d_358) | | | [187](#i271239fcf0574ab18fd466e6ba6d668d_358) | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

December 31, 2020

- the decline in oil prices;

- the occurrence of natural or man-made disasters, global pandemics, conflicts, or terrorist attacks, or other adverse external events;

- our participation in the Paycheck Protection Program;

- economic disruption related to interest rate risk and market risk due to the COVID-19 global pandemic;

The government-guaranteed and private education lending business and Austin have been accounted for as discontinued operations since 2009.

| 1 | | | | | | [Business](#i6f6252e6fdc145a089eacb7dcfdbed17_19) | | | [6](#i6f6252e6fdc145a089eacb7dcfdbed17_19) | | |

| 2 | | | | | | [Properties](#i6f6252e6fdc145a089eacb7dcfdbed17_28) | | | [39](#i6f6252e6fdc145a089eacb7dcfdbed17_28) | | |

| 6 | | | | | | [Selected Financial Data](#i6f6252e6fdc145a089eacb7dcfdbed17_43) | | | [41](#i6f6252e6fdc145a089eacb7dcfdbed17_43) | | |

| | | | | | | [Consolidated Statements of Comprehensive Income](#i6f6252e6fdc145a089eacb7dcfdbed17_220) | | | [105](#i6f6252e6fdc145a089eacb7dcfdbed17_220) | | |

| | | | | | | [Notes to Consolidated Financial Statements](#i6f6252e6fdc145a089eacb7dcfdbed17_235) | | | [108](#i6f6252e6fdc145a089eacb7dcfdbed17_238) | | |

| 9A | | | | | | [Controls and Procedures](#i6f6252e6fdc145a089eacb7dcfdbed17_367) | | | [183](#i6f6252e6fdc145a089eacb7dcfdbed17_367) | | |

| 9B | | | | | | [Other Information](#i6f6252e6fdc145a089eacb7dcfdbed17_370) | | | [183](#i6f6252e6fdc145a089eacb7dcfdbed17_370) | | |

| 11 | | | | | | [Executive Compensation](#i6f6252e6fdc145a089eacb7dcfdbed17_379) | | | [184](#i6f6252e6fdc145a089eacb7dcfdbed17_379) | | |

| | | | | | | [(a) (3) Exhibits](#i6f6252e6fdc145a089eacb7dcfdbed17_403) | | | [186](#i6f6252e6fdc145a089eacb7dcfdbed17_403) | | |

| 16 | | | | | | [Form 10-K Summary](#i6f6252e6fdc145a089eacb7dcfdbed17_406) | | | [188](#i6f6252e6fdc145a089eacb7dcfdbed17_406) | | |

| | | | | | | [Signatures](#i6f6252e6fdc145a089eacb7dcfdbed17_409) | | | [189](#i6f6252e6fdc145a089eacb7dcfdbed17_409) | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

At December 31, [removed: 2020,] [added: 2021,] Key leased approximately 445,324 square feet of the complex, encompassing the first floor branch, the 2nd through 9th office floors, the 11th and 12th floors, and the 54th through 56th floors of the 57-story Key Center.

In addition, Key owned two buildings in Brooklyn, Ohio, with office space that it operated from and totaling 585,616 square feet at December 31, [removed: 2020.][added: 2021.]

As of the same date, KeyBank owned [removed: 457] [added: 428] branches and leased [removed: 616] [added: 571] branches.

Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: and in the Notes to Consolidated Financial Statements contained in Item 8 of this report,] are incorporated herein by reference:

| Discussion of our common shares, shareholder information, and repurchase activities in the section captioned “Capital — Common Shares outstanding” | | | [removed: 68] [added: 70] | | |

| Discussion of dividends in the section captioned “Capital — Dividends” | | | [removed: 68] [added: 69] | | |

The following graph compares the price performance of our Common Shares (based on an initial investment of $100 on December 31, [removed: 2015,] [added: 2016,] and assuming reinvestment of dividends) with that of the S&P 500 Index and a group of other banks that constitute our peer group.

[removed: (a)Share] [added: Share] price performance is not necessarily indicative of future price performance.

The following table summarizes our repurchases of our Common Shares for the three months ended December 31, [removed: 2020.][added: 2021.]

| Calendar month | | | Total number of shares repurchased(a) | | | Average price [removed: paid per] [added: paid per] share | | | Total number of shares purchased as part of publicly announced plans or [removed: programs] [added: programs(a)] | | | [removed: Maximum number] [added: Dollar value] of shares that may yet be purchased as part of publicly announced plans or [removed: programs(b)] [added: programs] | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

As previously reported and as authorized by the Board and pursuant to our 2021 capital plan (which is effective through the third quarter of 2022) submitted to and approved by the Federal Reserve, we have the authority to repurchase up to $1.5 billion of our Common Shares.

During 2021, we repurchased $466 million of Common Shares under our previous 2020 capital plan authorization and $710 million under our current 2021 capital plan authorization.

| October 1 - 31 | | | 1,665 | | | $ | 20.80 | | 1,665 | | | $ | 790,370,016 | |

| November 1 - 30 | | | 4,029 | | | 23.64 | | | 4,029 | | | 790,274,759 | | |

| December 1 - 31 | | | 803 | | | 22.23 | | | 803 | | | 790,256,307 | | |

| Total | | | 6,497 | | | $ | 22.74 | | 6,497 | | | | | |

Excludes approximately 2.5 million shares received on December 21, 2021, upon settlement of the ASR program for which no cash was paid during the period.

For further information on the ASR program including initial delivery and final settlement amounts, refer to Note 24 (“Shareholder’s Equity”).

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

In January 2021, the Board of Directors authorized the repurchase of up to $900 million of our common shares, effective through the third quarter of 2021.

Under our previous authorization pursuant to our 2019 capital plan, we completed $152 million of Common Share repurchases in the first quarter of 2020, including $117 million of Common Share repurchases in the open market and $35 million of Common Share repurchases related to employee equity compensation programs.

These repurchases were completed prior to our announcement to temporarily suspend share repurchase activity on March 17, 2020 in response to the COVID-19 pandemic.

We repurchased a total of $489 million of common shares pursuant to the 2019 capital plan, dating back to the third quarter of 2019.

| October 1 - 31 | | | 3,704 | | | 13.07 | | | 3,704 | | | 27,611,169 | | |

| November 1 - 30 | | | 1,546 | | | $ | 13.23 | | 1,546 | | | 23,180,629 | | |

| December 1 - 31 | | | 1,086,634 | | | 15.97 | | | 1,086,634 | | | 20,781,479 | | |

| Total | | | 1,091,884 | | | $ | 15.95 | | 1,091,884 | | | | | |

(b)Calculated using the remaining general repurchase amount divided by the closing price of KeyCorp Common Shares as follows: on October 30, 2020, at $12.98; on November 30, 2020, at $15.46; and on December 31, 2020, at $16.41.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *dollars in millions, except per share amounts* | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | Compound Annual Rate of Change (2016-2020) | | |

| YEAR ENDED DECEMBER 31, | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | $ | 4,685 | | 5,235 | | | 4,878 | | | 4,390 | | | 3,319 | | | 7.1 | | % |

| Interest expense | | | 651 | | | 1,326 | | | 969 | | | 613 | | | 400 | | | 10.2 | | |

| Net interest income | | | 4,034 | | | 3,909 | | | 3,909 | | | 3,777 | | | 2,919 | | | 6.7 | | |

| Provision for credit losses | | | 1,021 | | | 445 | | | 246 | | | 229 | | | 266 | | | 30.9 | | |

| Noninterest income | | | 2,652 | | | 2,459 | | | 2,515 | | | 2,478 | | | 2,071 | | | 5.1 | | |

| Noninterest expense | | | 4,109 | | | 3,901 | | | 3,975 | | | 4,098 | | | 3,756 | | | 1.8 | | |

| Income (loss) from continuing operations before income taxes | | | 1,556 | | | 2,022 | | | 2,203 | | | 1,928 | | | 968 | | | 10.0 | | |

| Income (loss) from continuing operations attributable to Key | | | 1,329 | | | 1,708 | | | 1,859 | | | 1,289 | | | 790 | | | 11.0 | | |

| Income (loss) from discontinued operations, net of taxes | | | 14 | | | 9 | | | 7 | | | 7 | | | 1 | | | N/A | | |

| Net income (loss) attributable to Key | | | 1,343 | | | 1,717 | | | 1,866 | | | 1,296 | | | 791 | | | 11.2 | | |

| Income (loss) from continuing operations attributable to Key common shareholders | | | 1,223 | | | 1,611 | | | 1,793 | | | 1,219 | | | 753 | | | 10.2 | | |

| Income (loss) from discontinued operations, net of taxes | | | 14 | | | 9 | | | 7 | | | 7 | | | 1 | | | N/A | | |

| Net income (loss) attributable to Key common shareholders | | | 1,237 | | | 1,620 | | | 1,800 | | | 1,226 | | | 754 | | | 10.4 | | |

| PER COMMON SHARE | | | | | | | | | | | | | | | | | | | | |

| Income (loss) from continuing operations attributable to Key common shareholders | | | $ | 1.26 | | 1.62 | | | 1.72 | | | 1.13 | | | 0.81 | | | 9.2 | | |

| Income (loss) from discontinued operations, net of taxes | | | .01 | | | 0.01 | | | 0.01 | | | 0.01 | | | 0 | | | N/A | | |

| Net income (loss) attributable to Key common shareholders (a) | | | 1.28 | | | 1.63 | | | 1.73 | | | 1.14 | | | 0.81 | | | 9.6 | | |

| Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution | | | 1.26 | | | 1.61 | | | 1.7 | | | 1.12 | | | 0.80 | | | 9.5 | | |

| Income (loss) from discontinued operations, net of taxes — assuming dilution | | | .01 | | | 0.01 | | | 0.01 | | | 0.01 | | | 0 | | | N/A | | |

| Net income (loss) attributable to Key common shareholders — assuming dilution (a) | | | 1.27 | | | 1.62 | | | 1.71 | | | 1.13 | | | 0.80 | | | 9.7 | | |

| Cash dividends paid | | | .74 | | | 0.71 | | | 0.565 | | | 0.38 | | | 0.33 | | | 17.5 | | |

| Book value at year end | | | 16.53 | | | 15.54 | | | 13.9 | | | 13.09 | | | 12.58 | | | 5.6 | | |

| Tangible book value at year end | | | 13.61 | | | 12.56 | | | 11.14 | | | 10.35 | | | 9.99 | | | 6.4 | | |

| Market price at year end | | | 16.41 | | | 20.24 | | | 14.78 | | | 20.17 | | | 18.27 | | | (2.1) | | |

| Dividend payout ratio | | | 57.8 | | % | 43.6 | | % | 32.7 | | % | 33.3 | | % | 40.7 | | % | N/A | | |

| Weighted-average common shares outstanding (000) | | | 967,783 | | | 992,091 | | | 1,040,890 | | | 1,072,078 | | | 927,816 | | | 301.5 | | |

| Weighted-average common shares and potential common shares outstanding (000) (b) | | | 974,807 | | | 1,002,254 | | | 1,054,682 | | | 1,088,593 | | | 938,536 | | | 301.1 | | |

| AT DECEMBER 31, | | | | | | | | | | | | | | | | | | | | |

| Loans | | | $ | 101,185 | | 94,646 | | | 89,552 | | | 86,405 | | | 86,038 | | | 3.3 | | % |

| Earning assets | | | 155,469 | | | 130,807 | | | 125,803 | | | 123,490 | | | 121,966 | | | 5.0 | | |

| Total assets | | | 170,336 | | | 144,988 | | | 139,613 | | | 137,698 | | | 136,453 | | | 4.5 | | |

| Deposits | | | 135,282 | | | 111,870 | | | 107,309 | | | 105,235 | | | 104,087 | | | 5.4 | | |

| Long-term debt | | | 13,709 | | | 12,448 | | | 13,732 | | | 14,333 | | | 12,384 | | | 2.1 | | |

| Key common shareholders’ equity | | | 16,081 | | | 15,138 | | | 14,145 | | | 13,998 | | | 13,575 | | | 3.4 | | |

| Key shareholders’ equity | | | 17,981 | | | 17,038 | | | 15,595 | | | 15,023 | | | 15,240 | | | 3.4 | | |

| PERFORMANCE RATIOS — FROM CONTINUING OPERATIONS | | | | | | | | | | | | | | | | | | | | |

| [Management’s Annual Report on Internal Control over Financial [removed: Reporting](#i6f6252e6fdc145a089eacb7dcfdbed17_196)] [added: Reporting](#i271239fcf0574ab18fd466e6ba6d668d_196)] | | | [removed: [99](#i6f6252e6fdc145a089eacb7dcfdbed17_196)] [added: [98](#i271239fcf0574ab18fd466e6ba6d668d_196)] | | |

| [Report of [removed: Ernst & Young LLP,] Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#i6f6252e6fdc145a089eacb7dcfdbed17_199)] [added: Reporting](#i271239fcf0574ab18fd466e6ba6d668d_199)] | | | [removed: [100](#i6f6252e6fdc145a089eacb7dcfdbed17_199)] [added: [99](#i271239fcf0574ab18fd466e6ba6d668d_199)] | | |

[removed: | [Report] [added: Report] of [removed: Ernst & Young LLP,] Independent Registered Public Accounting [removed: Firm](#i6f6252e6fdc145a089eacb7dcfdbed17_202) | | | [101](#i6f6252e6fdc145a089eacb7dcfdbed17_202) | | |][added: Firm]

| [Consolidated Balance [removed: Sheets](#i6f6252e6fdc145a089eacb7dcfdbed17_208)] [added: Sheets](#i271239fcf0574ab18fd466e6ba6d668d_208)] | | | [removed: [103](#i6f6252e6fdc145a089eacb7dcfdbed17_208)] [added: [102](#i271239fcf0574ab18fd466e6ba6d668d_208)] | | |

| [Consolidated Statements of [removed: Income](#i6f6252e6fdc145a089eacb7dcfdbed17_214)] [added: Comprehensive Income](#i271239fcf0574ab18fd466e6ba6d668d_214)] | | | [removed: [104](#i6f6252e6fdc145a089eacb7dcfdbed17_214)] [added: [104](#i271239fcf0574ab18fd466e6ba6d668d_214)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i6f6252e6fdc145a089eacb7dcfdbed17_226)] [added: Equity](#i271239fcf0574ab18fd466e6ba6d668d_217)] | | | [removed: [106](#i6f6252e6fdc145a089eacb7dcfdbed17_226)] [added: [105](#i271239fcf0574ab18fd466e6ba6d668d_217)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6f6252e6fdc145a089eacb7dcfdbed17_232)] [added: Flows](#i271239fcf0574ab18fd466e6ba6d668d_220)] | | | [removed: [107](#i6f6252e6fdc145a089eacb7dcfdbed17_232)] [added: [106](#i271239fcf0574ab18fd466e6ba6d668d_220)] | | |

| [Note 1. Summary of Significant Accounting [removed: Policies](#i6f6252e6fdc145a089eacb7dcfdbed17_238)] [added: Policies](#i271239fcf0574ab18fd466e6ba6d668d_226)] | | | [removed: [108](#i6f6252e6fdc145a089eacb7dcfdbed17_238)] [added: [107](#i271239fcf0574ab18fd466e6ba6d668d_226)] | | |

| [Note 2. Earnings Per Common [removed: Share](#i6f6252e6fdc145a089eacb7dcfdbed17_244)] [added: Share](#i271239fcf0574ab18fd466e6ba6d668d_229)] | | | [removed: [121](#i6f6252e6fdc145a089eacb7dcfdbed17_244)] [added: [119](#i271239fcf0574ab18fd466e6ba6d668d_229)] | | |

| [Note 3. Restrictions on Cash, Dividends and Lending [removed: Activities](#i6f6252e6fdc145a089eacb7dcfdbed17_247)] [added: Activities](#i271239fcf0574ab18fd466e6ba6d668d_232)] | | | [removed: [123](#i6f6252e6fdc145a089eacb7dcfdbed17_247)] [added: [120](#i271239fcf0574ab18fd466e6ba6d668d_232)] | | |

| [Note 6. Fair Value [removed: Measurements](#i6f6252e6fdc145a089eacb7dcfdbed17_256)] [added: Measurements](#i271239fcf0574ab18fd466e6ba6d668d_241)] | | | [removed: [132](#i6f6252e6fdc145a089eacb7dcfdbed17_256)] [added: [130](#i271239fcf0574ab18fd466e6ba6d668d_241)] | | |

| [Note 8. Derivatives and Hedging [removed: Activities](#i6f6252e6fdc145a089eacb7dcfdbed17_268)] [added: Activities](#i271239fcf0574ab18fd466e6ba6d668d_247)] | | | [removed: [143](#i6f6252e6fdc145a089eacb7dcfdbed17_268)] [added: [141](#i271239fcf0574ab18fd466e6ba6d668d_247)] | | |

| [Note 9. Mortgage Servicing [removed: Assets](#i6f6252e6fdc145a089eacb7dcfdbed17_274)] [added: Assets](#i271239fcf0574ab18fd466e6ba6d668d_250)] | | | [removed: [150](#i6f6252e6fdc145a089eacb7dcfdbed17_274)] [added: [148](#i271239fcf0574ab18fd466e6ba6d668d_250)] | | |

| [Note 11. Premises and [removed: Equipment](#i6f6252e6fdc145a089eacb7dcfdbed17_286)] [added: Equipment](#i271239fcf0574ab18fd466e6ba6d668d_259)] | | | [removed: [154](#i6f6252e6fdc145a089eacb7dcfdbed17_286)] [added: [152](#i271239fcf0574ab18fd466e6ba6d668d_259)] | | |

| [Note 12. Goodwill and Other Intangible [removed: Assets](#i6f6252e6fdc145a089eacb7dcfdbed17_292)] [added: Assets](#i271239fcf0574ab18fd466e6ba6d668d_262)] | | | [removed: [155](#i6f6252e6fdc145a089eacb7dcfdbed17_292)] [added: [152](#i271239fcf0574ab18fd466e6ba6d668d_262)] | | |

| [Note 13. Variable Interest [removed: Entities](#i6f6252e6fdc145a089eacb7dcfdbed17_298)] [added: Entities](#i271239fcf0574ab18fd466e6ba6d668d_265)] | | | [removed: [156](#i6f6252e6fdc145a089eacb7dcfdbed17_298)] [added: [153](#i271239fcf0574ab18fd466e6ba6d668d_265)] | | |

| [Note 14. Income [removed: Taxes](#i6f6252e6fdc145a089eacb7dcfdbed17_304)] [added: Taxes](#i271239fcf0574ab18fd466e6ba6d668d_268)] | | | [removed: [158](#i6f6252e6fdc145a089eacb7dcfdbed17_304)] [added: [156](#i271239fcf0574ab18fd466e6ba6d668d_268)] | | |

| [Note 15. [removed: Acquisitions, Divestiture,] [added: Acquisitions] and Discontinued [removed: Operations](#i6f6252e6fdc145a089eacb7dcfdbed17_310)] [added: Operations](#i271239fcf0574ab18fd466e6ba6d668d_271)] | | | [removed: [160](#i6f6252e6fdc145a089eacb7dcfdbed17_310)] [added: [158](#i271239fcf0574ab18fd466e6ba6d668d_271)] | | |

| [Note 16. Securities Financing [removed: Activities](#i6f6252e6fdc145a089eacb7dcfdbed17_313)] [added: Activities](#i271239fcf0574ab18fd466e6ba6d668d_274)] | | | [removed: [160](#i6f6252e6fdc145a089eacb7dcfdbed17_313)] [added: [158](#i271239fcf0574ab18fd466e6ba6d668d_274)] | | |

| [Note 17. Stock-Based [removed: Compensation](#i6f6252e6fdc145a089eacb7dcfdbed17_316)] [added: Compensation](#i271239fcf0574ab18fd466e6ba6d668d_277)] | | | [removed: [161](#i6f6252e6fdc145a089eacb7dcfdbed17_316)] [added: [159](#i271239fcf0574ab18fd466e6ba6d668d_277)] | | |

| [Note 18. Employee [removed: Benefits](#i6f6252e6fdc145a089eacb7dcfdbed17_322)] [added: Benefits](#i271239fcf0574ab18fd466e6ba6d668d_280)] | | | [removed: [164](#i6f6252e6fdc145a089eacb7dcfdbed17_322)] [added: [161](#i271239fcf0574ab18fd466e6ba6d668d_280)] | | |

| [Note 19. Short-Term [removed: Borrowings](#i6f6252e6fdc145a089eacb7dcfdbed17_328)] [added: Borrowings](#i271239fcf0574ab18fd466e6ba6d668d_283)] | | | [removed: [170](#i6f6252e6fdc145a089eacb7dcfdbed17_328)] [added: [168](#i271239fcf0574ab18fd466e6ba6d668d_283)] | | |

| [Note 20. Long-Term [removed: Debt](#i6f6252e6fdc145a089eacb7dcfdbed17_331)] [added: Debt](#i271239fcf0574ab18fd466e6ba6d668d_286)] | | | [removed: [171](#i6f6252e6fdc145a089eacb7dcfdbed17_331)] [added: [169](#i271239fcf0574ab18fd466e6ba6d668d_286)] | | |

| [Note 21. Trust Preferred Securities Issued by Unconsolidated [removed: Subsidiaries](#i6f6252e6fdc145a089eacb7dcfdbed17_337)] [added: Subsidiaries](#i271239fcf0574ab18fd466e6ba6d668d_289)] | | | [removed: [172](#i6f6252e6fdc145a089eacb7dcfdbed17_337)] [added: [170](#i271239fcf0574ab18fd466e6ba6d668d_289)] | | |

| [Note 22. Commitments, Contingent Liabilities, and [removed: Guarantees](#i6f6252e6fdc145a089eacb7dcfdbed17_340)] [added: Guarantees](#i271239fcf0574ab18fd466e6ba6d668d_292)] | | | [removed: [173](#i6f6252e6fdc145a089eacb7dcfdbed17_340)] [added: [171](#i271239fcf0574ab18fd466e6ba6d668d_292)] | | |

| [Note 23. Accumulated Other Comprehensive [removed: Income](#i6f6252e6fdc145a089eacb7dcfdbed17_343)] [added: Income](#i271239fcf0574ab18fd466e6ba6d668d_295)] | | | [removed: [176](#i6f6252e6fdc145a089eacb7dcfdbed17_343)] [added: [174](#i271239fcf0574ab18fd466e6ba6d668d_295)] | | |

| [Note 24. Shareholders’ [removed: Equity](#i6f6252e6fdc145a089eacb7dcfdbed17_346)] [added: Equity](#i271239fcf0574ab18fd466e6ba6d668d_298)] | | | [removed: [177](#i6f6252e6fdc145a089eacb7dcfdbed17_346)] [added: [175](#i271239fcf0574ab18fd466e6ba6d668d_298)] | | |

| [Note 25. Business Segment [removed: Reporting](#i6f6252e6fdc145a089eacb7dcfdbed17_352)] [added: Reporting](#i271239fcf0574ab18fd466e6ba6d668d_304)] | | | [removed: [178](#i6f6252e6fdc145a089eacb7dcfdbed17_352)] [added: [176](#i271239fcf0574ab18fd466e6ba6d668d_304)] | | |

| [Note 26. Condensed Financial Information of the Parent [removed: Company](#i6f6252e6fdc145a089eacb7dcfdbed17_355)] [added: Company](#i271239fcf0574ab18fd466e6ba6d668d_307)] | | | [removed: [181](#i6f6252e6fdc145a089eacb7dcfdbed17_355)] [added: [179](#i271239fcf0574ab18fd466e6ba6d668d_307)] | | |

| [Note 27. Revenue from Contracts with [removed: Customers](#i6f6252e6fdc145a089eacb7dcfdbed17_358)] [added: Customers](#i271239fcf0574ab18fd466e6ba6d668d_310)] | | | [removed: [182](#i6f6252e6fdc145a089eacb7dcfdbed17_358)] [added: [180](#i271239fcf0574ab18fd466e6ba6d668d_310)] | | |

During [removed: 2020,] [added: 2021,] the Audit Committee of the Board of Directors met regularly with Management, internal audit, and the independent registered public accounting firm, Ernst & Young LLP, to review the scope of their audits and to discuss the evaluation of internal accounting controls and financial reporting matters.

Based on that assessment, we believe we maintained an effective system of internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

The Corporation's internal control over financial reporting as of December 31, [removed: 2020] [added: 2021,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their accompanying report dated February 22, [removed: 2021.][added: 2022.]

[removed:  ][added: |  | | |]

Report of [removed: Ernst & Young LLP,] Independent Registered Public Accounting Firm

We have audited KeyCorp’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, KeyCorp maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of KeyCorp as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes of KeyCorp and our report dated February 22, [removed: 2021] [added: 2022] expressed an unqualified opinion thereon.

KeyCorp’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying [removed: financial statements.][added: Management’s Annual Report on Internal Control over Financial Reporting.]

| [removed: ] [added: ] | | |

| [Consolidated Statements of Income](#i271239fcf0574ab18fd466e6ba6d668d_211) | | | [103](#i271239fcf0574ab18fd466e6ba6d668d_211) | | |

| [Notes to Consolidated Financial Statements](#i271239fcf0574ab18fd466e6ba6d668d_223) | | | [107](#i271239fcf0574ab18fd466e6ba6d668d_226) | | |

| [Note 4. Loan Portfolio](#i271239fcf0574ab18fd466e6ba6d668d_235) | | | [121](#i271239fcf0574ab18fd466e6ba6d668d_235) | | |

| [Note 5. Asset Quality](#i271239fcf0574ab18fd466e6ba6d668d_238) | | | [122](#i271239fcf0574ab18fd466e6ba6d668d_238) | | |

| [Note 7. Securities](#i271239fcf0574ab18fd466e6ba6d668d_244) | | | [139](#i271239fcf0574ab18fd466e6ba6d668d_244) | | |

| [Note 10. Leases](#i271239fcf0574ab18fd466e6ba6d668d_253) | | | [149](#i271239fcf0574ab18fd466e6ba6d668d_253) | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| February 22, 2022 | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| February 22, 2022 | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| Marketing | | | 126 | | | 97 | | | 96 | | |

| Other expense | | | 647 | | | 647 | | | 550 | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | 2,625 | | | | | | | | | — | | | 2,625 | | |

| Series G Preferred Stock ($1.406252 per depositary share) | | | | | | | | | | | | | | | | | | (24) | | | | | | | | | | | | (24) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market Common Share repurchases | | | | | | (27,346) | | | | | | | | | | | | | | | (559) | | | | | | | | | (559) | | |

| Common Share repurchases under ASR program (b) | | | | | | (26,027) | | | | | | | | | — | | | | | | (585) | | | | | | | | | (585) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| BALANCE AT DECEMBER 31, 2021 | | | 1,396 | | | 928,850 | | | $ | 1,900 | | $ | 1,257 | | $ | 6,278 | | $ | 14,553 | | $ | (5,979) | | $ | (586) | | $ | — | | $ | 17,423 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(b) See Note 24 (“Shareholders' Equity”) for additional detail regarding ASR program.

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| Net transfer of loans held for sale | | | — | | | — | | | — | | |

| Common share purchases under ASR program | | | (585) | | | — | | | — | | |

| Securities received as consideration | | | 2,825 | | | — | | | — | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

Our financial performance for each of the past eight quarters is summarized in Figure 36 contained in the “Fourth Quarter Results” section in the MD&A.

| [Consolidated Statements of Comprehensive Income](#i6f6252e6fdc145a089eacb7dcfdbed17_220) | | | [105](#i6f6252e6fdc145a089eacb7dcfdbed17_220) | | |

| [Notes to Consolidated Financial Statements](#i6f6252e6fdc145a089eacb7dcfdbed17_235) | | | [108](#i6f6252e6fdc145a089eacb7dcfdbed17_238) | | |

| [Note 4. Loan Portfolio](#i6f6252e6fdc145a089eacb7dcfdbed17_250) | | | [123](#i6f6252e6fdc145a089eacb7dcfdbed17_250) | | |

| [Note 5. Asset Quality](#i6f6252e6fdc145a089eacb7dcfdbed17_253) | | | [124](#i6f6252e6fdc145a089eacb7dcfdbed17_253) | | |

| [Note 7. Securities](#i6f6252e6fdc145a089eacb7dcfdbed17_262) | | | [141](#i6f6252e6fdc145a089eacb7dcfdbed17_262) | | |

| [Note 10. Leases](#i6f6252e6fdc145a089eacb7dcfdbed17_280) | | | [152](#i6f6252e6fdc145a089eacb7dcfdbed17_280) | | |

| February 22, 2021 | | |

As explained below, auditing KeyCorp’s allowance for loan and leases losses (ALLL), including the adoption of the new accounting guidance, was a critical audit matter.

| February 22, 2021 | | |

| Noncontrolling interests | | | — | | | — | | |

| Marketing | | | 97 | | | 96 | | | 102 | | |

| FDIC assessment | | | 32 | | | 31 | | | 72 | | |

| OREO expense, net | | | 8 | | | 13 | | | 6 | | |

| Other expense | | | 607 | | | 506 | | | 460 | | |

| Cash dividends declared per Common Share | | | $ | .740 | | $ | .710 | | $ | .565 | |

| Comprehensive income (loss) attributable to Key | | | $ | 2,055 | | $ | 2,561 | | $ | 1,827 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| BALANCE AT DECEMBER 31, 2017 | | | 521 | | | 1,069,084 | | | $ | 1,025 | | $ | 1,257 | | $ | 6,335 | | $ | 10,335 | | $ | (3,150) | | $ | (779) | | 2 | | |

| Issuance of Series G Preferred Stock | | | 450 | | | | | | 450 | | | | | | (15) | | | | | | | | | | | | | | |

| Net contribution from (distribution to) noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) | | |

| Other reclassification of AOCI | | | | | | | | | | | | | | | | | | (3) | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(b) Includes the impact of implementing ASU 2016-13.

| FDIC reimbursement (payments), net of FDIC expense | | | — | | | — | | | (10) | | |

| Gain on sale of KIBS | | | — | | | — | | | (83) | | |

| Proceeds from sale of KIBS | | | — | | | — | | | 124 | | |

| Repurchase of Common Shares | | | (134) | | | (835) | | | (1,098) | | |

Certain loans that received a payment deferral or forbearance under a COVID-19 hardship relief program have not been classified as nonperforming loans and continue to accrue and recognize interest income during the period of the deferral.

We, therefore, recognize an allowance for credit losses for accrued interest receivable amounts that result from deferred payments under a COVID-19 hardship relief program because those amounts would not be considered to be written off in a timely manner.

loans and leases, as well as current year TDRs and nonaccruing TDR loans from prior years.

Nonperforming loans

return to accrual.

Commercial

As of December 31, 2020, the allowance for credit losses on other financial assets was immaterial.

sale.

*Investment Banking and Debt Placement Fees.* Investment banking and debt placement fees primarily represent revenues earned by KeyBanc Capital Markets for various corporate services including advisory, debt placement and underwriting.

On January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred-loss methodology that recognized losses when a probable threshold was met with an expected-loss methodology, specifically, recognizing current expected credit losses (CECL) for the remaining life of the asset at the time of origination or acquisition.

Management’s Annual Report on Internal Control over Financial Reporting, the Report of [removed: Ernst & Young LLP,] Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, and the Report of [removed: Ernst & Young LLP,] Independent Registered Public Accounting Firm are included in Item 8 on pages [removed: 99, 100,] [added: [98](#i271239fcf0574ab18fd466e6ba6d668d_196), [99](#i271239fcf0574ab18fd466e6ba6d668d_199),] and [removed: 101,] [added: [100](#i271239fcf0574ab18fd466e6ba6d668d_202),] respectively.

In the second quarter of 2021, KeyCorp implemented a new general ledger accounting system.

The new general ledger system was implemented in order to provide a consistent system platform for the KeyCorp companies and to enhance management reporting and analysis.

This change in systems was subject to thorough testing and review by internal and external parties both before and after final implementation.

KeyCorp continually strives to improve its internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

These transitions have not materially affected, and we do not expect them to materially affect, our internal control over financial reporting.

There were no changes in KeyCorp's internal control over financial reporting during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, KeyCorp's internal control over financial reporting.

We implemented internal controls to ensure we adequately calculated changes due to, and properly assessed the impact of, the accounting standards updates related to our allowance for credit losses on our financial statements to facilitate its adoption on January 1, 2020.

There were no significant changes to our internal control over financial reporting due to the adoption of the new standard.

PART III

Not applicable.

PART III

The other information required by this item will be set forth in the following sections of KeyCorp’s Definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be held May [removed: 13, 2021] [added: 12, 2022] (the [removed: “2021] [added: “2022] Proxy Statement”), and these sections are incorporated herein by reference:

- “Additional Information — Other Proposals and Director Nominations for the [removed: 2021] [added: 2023] Annual Meeting of Shareholders”

KeyCorp expects to file the [removed: 2021] [added: 2022] Proxy Statement with the SEC on or about March [removed: 21, 2021.][added: 25, 2022.]

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

The information required by this item will be set forth in the following sections of the [removed: 2021] [added: 2022] Proxy Statement and these sections are incorporated herein by reference:

The information required by this item will be set forth in the section captioned “Ownership of KeyCorp Equity Securities” contained in the [removed: 2021] [added: 2022] Proxy Statement, and is incorporated herein by reference.

The information required by this item will be set forth in the following sections of the [removed: 2021] [added: 2022] Proxy Statement and these sections are incorporated herein by reference:

The information required by this item will be set forth in the sections captioned “Audit Matters — Ernst & Young’s Fees” and “Audit Matters — Pre-Approval Policies and Procedures” contained in the [removed: 2021] [added: 2022] Proxy Statement, and is incorporated herein by reference.

| [Report of [removed: Ernst & Young LLP,] Independent Registered Public Accounting [removed: Firm](#i6f6252e6fdc145a089eacb7dcfdbed17_202)] [added: Firm (PCAOB ID: 42)](#i271239fcf0574ab18fd466e6ba6d668d_202)] | | | [removed: [101](#i6f6252e6fdc145a089eacb7dcfdbed17_202)] [added: [100](#i271239fcf0574ab18fd466e6ba6d668d_202)] | | |

| [Consolidated Financial [removed: Statements](#i6f6252e6fdc145a089eacb7dcfdbed17_205)] [added: Statements](#i271239fcf0574ab18fd466e6ba6d668d_205)] | | | [removed: [103](#i6f6252e6fdc145a089eacb7dcfdbed17_205)] [added: [102](#i271239fcf0574ab18fd466e6ba6d668d_205)] | | |

| [Consolidated Balance Sheets at December 31, [removed: 2020,] [added: 2021,] and [removed: 2019](#i6f6252e6fdc145a089eacb7dcfdbed17_208)] [added: 2020](#i271239fcf0574ab18fd466e6ba6d668d_208)] | | | [removed: [103](#i6f6252e6fdc145a089eacb7dcfdbed17_208)] [added: [102](#i271239fcf0574ab18fd466e6ba6d668d_208)] | | |

| [Consolidated Statements of [added: Comprehensive] Income for the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i6f6252e6fdc145a089eacb7dcfdbed17_214)] [added: 2019](#i271239fcf0574ab18fd466e6ba6d668d_214)] | | | [removed: [104](#i6f6252e6fdc145a089eacb7dcfdbed17_214)] [added: [104](#i271239fcf0574ab18fd466e6ba6d668d_214)] | | |

| [Consolidated Statements of [removed: Comprehensive] Income for the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i6f6252e6fdc145a089eacb7dcfdbed17_220)] [added: 2019](#i271239fcf0574ab18fd466e6ba6d668d_211)] | | | [removed: [105](#i6f6252e6fdc145a089eacb7dcfdbed17_220)] [added: [103](#i271239fcf0574ab18fd466e6ba6d668d_211)] | | |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i6f6252e6fdc145a089eacb7dcfdbed17_226)] [added: 2019](#i271239fcf0574ab18fd466e6ba6d668d_217)] | | | [removed: [106](#i6f6252e6fdc145a089eacb7dcfdbed17_226)] [added: [105](#i271239fcf0574ab18fd466e6ba6d668d_217)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i6f6252e6fdc145a089eacb7dcfdbed17_232)] [added: 2019](#i271239fcf0574ab18fd466e6ba6d668d_220)] | | | [removed: [107](#i6f6252e6fdc145a089eacb7dcfdbed17_232)] [added: [106](#i271239fcf0574ab18fd466e6ba6d668d_220)] | | |

| 4.1 | | | | | | [Description of KeyCorp’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934, filed](http://www.sec.gov/Archives/edgar/data/91576/000009157620000007/key-1231x19xexx41.htm) [as Exhibit 4.1 to Form 10-K for the year ended December 31, 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000009157620000007/key-1231x19xexx41.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx41.htm)[.](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx41.htm)] | | |

| 10.2 | | | | | | [Form of [added: Cash-settling] Performance Shares Award Agreement [removed: (2018-2020),] [added: (2019-2021),] filed as Exhibit [removed: 10.5] [added: 10.6] to Form 10-K for the year ended December 31, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/91576/000009157618000011/key-123117x10kexx105.htm)] [added: 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx106.htm)] | | |

| 10.3 | | | | | | [Form of [added: Stock-settling] Performance Shares Award Agreement [removed: (2018-2020), effective September 2018,] [added: (2019-2021),] filed as Exhibit [removed: 10.1] [added: 10.5] to Form [removed: 10-Q] [added: 10-K] for the [removed: quarterly period] [added: year] ended [removed: September 30, 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157618000034/key-093018xexx101.htm)] [added: December 31, 2020.*](https://www.sec.gov/Archives/edgar/data/0000091576/000009157621000044/key-123120xexx105.htm)] | | |

| [removed: 10.4] [added: 10.6] | | | | | | [Form of Cash-settling Performance Shares Award Agreement [removed: (2019-2021),] [added: (2021-2023),] filed as Exhibit [removed: 10.6] [added: 10.8] to Form 10-K for the year ended December 31, [removed: 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx106.htm)] [added: 2020.*](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx108.htm)] | | |

| [removed: 10.5] [added: 10.8] | | | | | | [Form of [removed: Stock-settling] [added: Cash-settling] Performance Shares Award Agreement [removed: (2019-2021).](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx105.htm)] [added: (2022-2024)](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx108.htm)[.](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx108.htm)] | | |

| [removed: 10.6] [added: 10.4] | | | | | | [Form of Cash-settling Performance Shares Award Agreement [removed: (2020-2022).](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx106.htm)] [added: (2020-2022), filed as Exhibit 10.6 to Form 10-K for the year ended December 31, 2020.*](https://www.sec.gov/Archives/edgar/data/0000091576/000009157621000044/key-123120xexx106.htm)] | | |

| [removed: 10.7] [added: 10.5] | | | | | | [Form of Stock-settling Performance Shares Award Agreement [removed: (2020-2022).](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx107.htm)] [added: (2020-2022), filed as Exhibit 10.7 to Form 10-K for the year ended December 31, 2020.*](https://www.sec.gov/Archives/edgar/data/0000091576/000009157621000044/key-123120xexx107.htm)] | | |

| [removed: 10.8] [added: 10.7] | | | | | | [Form of [removed: Cash-settling] [added: Stock-settling] Performance Shares Award Agreement [removed: (2021-2023).](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx108.htm)] [added: (2021-2023), filed as Exhibit 10.9 in Form 10-K for the year ended December 31, 2020.*](https://www.sec.gov/Archives/edgar/data/0000091576/000009157621000044/key-123120xexx109.htm).] | | |

| [removed: 10.10] [added: 10.9] | | | | | | [Form of Stock Option Award Agreement under KeyCorp 2013 Equity Compensation Plan, filed as Exhibit 10.7 to Form 10-K for the year ended December 31, 2016.*](http://www.sec.gov/Archives/edgar/data/91576/000009157617000013/key-123116exx107.htm) | | |

| [removed: 10.11] [added: 10.10] | | | | | | [Form of Stock Option Award Agreement under KeyCorp 2013 Equity Compensation Plan, effective 2019, filed as Exhibit 10.8 to Form 10-K for the year ended December 31, 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx108.htm) | | |

| [removed: 10.12] [added: 10.11] | | | | | | [Form of Stock Option Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective [removed: 2020](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx1012.htm).] [added: 2020, filed as Exhibit 10.12 to Form 10-K for the year ended December 31, 2020.*](https://www.sec.gov/Archives/edgar/data/0000091576/000009157621000044/key-123120xexx1012.htm).] | | |

| [removed: 10.13] [added: 10.12] | | | | | | [Form of Restricted Stock Unit Award Agreement under KeyCorp 2013 Equity Compensation Plan, filed as Exhibit 10.8 to Form 10-K for the year ended December 31, 2016.*](http://www.sec.gov/Archives/edgar/data/91576/000009157617000013/key-123116exx108.htm) | | |

| [removed: 10.14] [added: 10.13] | | | | | | [Form of Restricted Stock Unit Award Agreement under KeyCorp 2013 Equity Compensation Plan, effective 2019, filed as Exhibit 10.10 to Form 10-K for the year ended December 31, 2018.*.](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1010.htm) | | |

| [removed: 10.15] [added: 10.14] | | | | | | [Form of Restricted Stock Unit Award Agreement (New [removed: Hire)] [added: Hire/Retention)] under KeyCorp 2019 Equity Compensation Plan, filed as Exhibit 10.4 to KeyCorp’s Registration Statement on Form S-8 on May 23, 2019, File No. 333-231689.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519155006/d752581dex104.htm) | | |

| [removed: 10.16] [added: 10.15] | | | | | | [Form of Restricted Stock Unit Award Agreement (New [removed: Hire)] [added: Hire/Retention)] under KeyCorp 2019 Equity Compensation Plan, effective [removed: 2020](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx1016.htm).] [added: 2020, filed as Exhibit 10.16 to Form 10-K for the year ended December 31, 2020.*](https://www.sec.gov/Archives/edgar/data/0000091576/000009157621000044/key-123120xexx1016.htm)] | | |

| 10.17 | | | | | | [Form of Restricted Stock Unit Award Agreement [added: (New Hire/Retention)] under KeyCorp 2019 Equity Compensation [removed: Plan, effective 2020.](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx1017.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx1017.htm)] | | |

| 10.20 | | | | | | [KeyCorp [removed: 2016] [added: Executive] Annual Performance [removed: Plan,] [added: Plan (effective March 13, 2019),] filed as [removed: Appendix A] [added: Exhibit 10.1] to [removed: Schedule 14A filed] [added: Form 8-K] on [removed: April 6, 2016.*](http://www.sec.gov/Archives/edgar/data/91576/000119312516531567/d105877ddef14a.htm)] [added: March 15, 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519076702/d722297dex101.htm)] | | |

| [removed: 10.21] [added: 10.24] | | | | | | [KeyCorp [removed: Executive Annual Performance] [added: 2019 Equity Compensation] Plan (effective [removed: March 13,] [added: January 10,] 2019), filed as Exhibit 10.1 to Form 8-K on [removed: March 15, 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519076702/d722297dex101.htm)] [added: May 24, 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519157021/d736948dex101.htm)] | | |

| [removed: 10.22] [added: 10.21] | | | | | | [KeyCorp Long-Term Incentive Deferral Plan, filed as Exhibit 10.14 to Form 10-K for the year ended December 31, 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1014.htm) | | |

| [removed: 10.23] [added: 10.22] | | | | | | [KeyCorp 2010 Equity Compensation Plan (effective March 11, 2010), filed as Exhibit 10.16 to Form 10-K for the year ended December 31, 2015.*](http://www.sec.gov/Archives/edgar/data/91576/000119312516475914/d97852dex1016.htm) | | |

| [removed: 10.24] [added: 10.23] | | | | | | [KeyCorp 2013 Equity Compensation Plan (effective March 14, 2013), filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1017.htm)* | | |

| [removed: 10.26] [added: 10.25] | | | | | | [Director Deferred Compensation Plan (May 18, 2000 Amendment and Restatement), filed as Exhibit 10.18 to Form 10-K for the year ended December 31, 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1018.htm) | | |

| [removed: 10.27] [added: 10.26] | | | | | | [Amendment to the Director Deferred Compensation Plan (effective December 31, 2004), filed as Exhibit 10.20 to Form 10-K for the year ended December 31, 2014.*](http://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex1020.htm) | | |

| [removed: 10.28] [added: 10.27] | | | | | | [KeyCorp Amended and Restated Second Director Deferred Compensation Plan (effective September 18, 2013), filed as Exhibit 10.20 to Form 10-K for the year ended December 31, 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1020.htm) | | |

| [removed: 10.29] [added: 10.28] | | | | | | [KeyCorp Directors’ Deferred Share Sub-Plan (effective September 18, 2013), filed as Exhibit 10.21 to Form 10-K for the year ended December 31, 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1021.htm) | | |

| [removed: 10.30] [added: 10.29] | | | | | | [KeyCorp Amended and Restated Directors’ Deferred Share Sub-Plan (effective May 23, 2019), filed as Exhibit 10.27 to Form 10-K for the year ended December 31, 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000009157620000007/key-123119xexx1027.htm) | | |

| [removed: 10.31] [added: 10.30] | | | | | | [KeyCorp Amended and Restated Directors’ Deferred Share Sub-Plan (effective September 16, 2020), filed as Exhibit 10 to Form 10-Q for the quarter ended September 30, 2020.*](http://www.sec.gov/Archives/edgar/data/91576/000009157620000053/key-93020xexx10.htm) | | |

| [removed: 10.32] [added: 10.31] | | | | | | [KeyCorp Excess Cash Balance Pension Plan (effective January 1, 1998), filed as Exhibit 10.22 to Form 10-K for the year ended December 31, 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1022.htm) | | |

| [removed: 10.33] [added: 10.32] | | | | | | [First Amendment to the KeyCorp Excess Cash Balance Pension Plan (effective July 1, 1999), filed as Exhibit 10.23 to Form 10-K for the year ended December 31, 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1023.htm) | | |

| [removed: 10.34] [added: 10.33] | | | | | | [Second Amendment to the KeyCorp Excess Cash Balance Pension Plan (effective January 1, 2003), filed as Exhibit 10.24 to Form 10-K for the year ended December 31, 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1024.htm) | | |

| [removed: 10.35] [added: 10.34] | | | | | | [Restated Amendment to KeyCorp Excess Cash Balance Pension Plan (effective December 31, 2004), filed as Exhibit 10.26 to Form 10-K for the year ended December 31, 2014.*](http://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex1026.htm) | | |

| [removed: 10.36] [added: 10.35] | | | | | | [Disability Amendment to KeyCorp Excess Cash Balance Pension Plan (effective December 31, 2007), filed as Exhibit 10.21 to Form 10-K for the year ended December 31, 2017.*](http://www.sec.gov/Archives/edgar/data/91576/000009157618000011/key-123117x10kexx1021.htm) | | |

| [removed: 10.37] [added: 10.36] | | | | | | [KeyCorp Second Excess Cash Balance Pension Plan (effective February 8, 2010), filed as Exhibit 10.28 to Form 10-K for the year ended December 31, 2014.*](http://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex1028.htm) | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| [Notes to Consolidated Financial Statements](#i271239fcf0574ab18fd466e6ba6d668d_223) | | | [107](#i271239fcf0574ab18fd466e6ba6d668d_226) | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| 3.3 | | | | | | [First Amendment to the Third Amended and Restated Regulations, effective May 13, 2021, filed as Exhibit 3.1 to Form 8-K on May 14, 2021.*](https://www.sec.gov/Archives/edgar/data/0000091576/000119312521162024/d398498dex31.htm) | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| 10.16 | | | | | | [Form of Restricted Stock Unit Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective 2020, filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2020.*](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx1017.htm) | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

| 22 | | | | | | [Subsidiary Issuers of Guaranteed Securities](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx22.htm). | | |

[Table of](#i271239fcf0574ab18fd466e6ba6d668d_13) [contents](#i271239fcf0574ab18fd466e6ba6d668d_13)

d with the SEC.

| [Notes to Consolidated Financial Statements](#i6f6252e6fdc145a089eacb7dcfdbed17_235) | | | [108](#i6f6252e6fdc145a089eacb7dcfdbed17_238) | | |

| 10.9 | | | | | | [Form of Stock-settling Performance Shares Award Agreement (2021-2023)](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx109.htm). | | |

| 10.25 | | | | | | [KeyCorp 2019 Equity Compensation Plan (effective January 10, 2019), filed as Exhibit 10.1 to Form 8-K on May 24, 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519157021/d736948dex101.htm) | | |

| 10.45 | | | | | | [Letter Agreement between KeyCorp and Beth E. Mooney dated May 1, 2020, filed as Exhibit 10.1 to Form 8-K on May 1, 2020.*](http://www.sec.gov/Archives/edgar/data/91576/000119312520131019/d922178dex101.htm) | | |

† Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K and KeyCorp agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.

| February 22, 2022 | | |

| February 22, 2022 | | |

| *Richard J. Tobin | | | | | | Director | | |

| /s/ James L. Waters | | |

| * By James L. Waters, attorney-in-fact | | |

| February 22, 2022 | | |

| February 22, 2021 | | |

| February 22, 2021 | | |

| *Bruce D. Broussard | | | | | | Director | | |

| *Gary M. Crosby | | | | | | Director | | |

| *Kristen L. Manos | | | | | | Director | | |

| /s/ Carrie Benedict | | |

| * By Carrie Benedict, attorney-in-fact | | |

| February 22, 2021 | | |