filings.toolsKeyCorp (KEY) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A224 rewritten100 added289 removed194 unchanged
All filing items2,269 rewritten916 added1,020 removed3,811 unchanged
Summary
counted, not written
- Item 1A lists 38 risk factor headings: 6 new, 3 reworded and 29 unchanged since FY2023. 3 headings from FY2023 no longer appear.
- Sentence by sentence, 916 added, 1,020 removed, 2,269 rewritten and 3,811 unchanged across 19 items that differ.
New Item 1A headings (6)
- We rely on third parties to perform significant operational services for us, and their failure to perform to our standards or other issues of concern with them could harm us.
- Our framework for managing risks and mitigating losses may not be effective.
- Scotiabank holds a significant equity interest in our business and may exercise influence over us, including through its ability to designate up to two directors to our Board of Directors.
- Key is subject to corporate responsibility and sustainability efforts risks that could adversely affect our reputation and our business and results of operations.
- The preparation of our consolidated financial statements requires us to make subjective determinations and use estimates that may vary from actual results and materially impact our financial condition and results of operations.
- Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations.
Removed Item 1A headings (3)
- We rely on third parties to perform significant operational services for us.
- Depressed market values for our common stock and adverse economic conditions sustained over a period of time may require us to write down all or some portion of our goodwill.
- Key is subject to environmental, social, and governance (ESG) risks that could adversely affect our reputation, the trading price of our common stock and/or our business and results of operations.
Reworded Item 1A headings (3)
- Federal agencies’ actions to ensure stability of the U.S. [added: economy and] financial system may have [added: costly or] disruptive effects on us.
- We are, and may in the future be, subject to claims, litigation, [added: arbitration,] investigations, and governmental proceedings, which could result in significant financial liability and/or reputational harm.
- Societal and governmental responses to climate change could adversely affect
[removed: Key’s][added: our] business and performance, including indirectly through impacts on[removed: Key’s][added: our] customers.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
224 rewritten, 100 added, 289 removed, 194 unchanged
[removed: ◦We] [added: ◦We] have concentrated credit exposure in commercial and industrial loans, commercial real estate loans, and commercial leases.
[removed: ◦Should] [added: ◦Should] the fundamentals of the commercial real estate market deteriorate, our financial condition and results of operations could be adversely affected.
[removed: ◦We] [added: ◦We] are subject to the risk of defaults by our loan clients and counterparties.
[removed: ◦Various] [added: ◦Various] factors may cause our allowance for loan and lease losses to increase or to be inadequate.
[removed: ◦Declining] [added: ◦Declining] asset prices could adversely affect us.
[removed: ◦Geopolitical] [added: ◦Geopolitical] destabilization could adversely impact our loan portfolios.
[removed: ◦We] [added: ◦We] are subject to extensive government regulation, supervision, and tax legislation.
[removed: ◦We] [added: ◦We] are subject to complex and evolving laws and regulations regarding privacy and cybersecurity, which could limit our ability to pursue business initiatives, increase the cost of doing business and subject us to compliance risks and potential liability.
[removed: ◦Changes] [added: ◦Changes] in accounting policies, standards, and interpretations could materially affect how we report our financial condition and results of operations.
[removed: ◦We] [added: ◦We] are subject to a variety of operational risks.
[removed: ◦We] [added: ◦We] and third parties on which we rely (including their downstream service providers) may experience a cyberattack, technology failure, information system or security breach or interruption.
[removed: ◦We] [added: ◦We] rely on third parties to perform significant operational services for [added: us, and their failure to perform to our standards or other issues of concern with them could harm] us.
[removed: ◦We] [added: ◦We] are, and may in the future be, subject to claims, litigation, [added: arbitration,] investigations, and governmental proceedings, which could result in significant financial liability and/or reputational harm.
[removed: ◦Our] [added: ◦Our] controls and procedures may fail or be circumvented, and our methods of reducing risk exposure may not be effective.
[removed: ◦Our] [added: ◦Our] operations and financial performance could be adversely affected by severe weather and natural disasters exacerbated by climate change.
◦Societal and governmental responses to climate change could adversely affect [removed: Key’s] [added: our] business and performance, including indirectly through impacts on [removed: Key’s] [added: our] customers.
[removed: ◦The] [added: ◦The] increased use of remote work infrastructure has expanded potential attack vectors and resulted in increased operational risks.
[removed: ◦Capital] [added: ◦Capital] and liquidity requirements imposed by banking regulations require banks and BHCs to maintain more and higher quality capital and more and higher quality liquid assets.
[removed: ◦Federal] [added: ◦Federal] agencies’ actions to ensure stability of the U.S. [added: economy and] financial system may have [added: costly or] disruptive effects on us.
[removed: ◦We] [added: ◦We] rely on dividends by our subsidiaries for most of our funds.
[removed: ◦We] [added: ◦We] are subject to liquidity risk, which could negatively affect our funding levels.
[removed: ◦Our] [added: ◦Our] credit ratings affect our liquidity position.
[removed: ◦A] [added: ◦A] worsening of the U.S. economy and volatile or recessionary conditions in the U.S. or abroad could negatively affect our business or our access to capital markets.
[removed: ◦We] [added: ◦We] are subject to interest rate risk, which could adversely affect net interest income.
[removed: ◦Our] [added: ◦Our] profitability depends upon economic conditions in the geographic regions where we have significant operations and in certain market segments in which we conduct significant business.
[removed: ◦The] [added: ◦The] soundness of other financial institutions could adversely affect us.
[removed: ◦Damage] [added: ◦Damage] to our reputation could significantly impact our business and major stakeholders.
[removed: ◦Key] [added: ◦Key] is subject to [removed: environmental, social,] [added: corporate responsibility] and [removed: governance (ESG)] [added: sustainability efforts] risks that could adversely affect our [removed: reputation, the trading price of our common stock and/or] [added: reputation and] our business and results of operations.
[removed: ◦We] [added: ◦We] may not realize the expected benefits of our strategic initiatives.
[removed: ◦We] [added: ◦We] operate in a highly competitive industry.
[removed: ◦Maintaining] [added: ◦Maintaining] or increasing our market share depends upon our ability to adapt our products and services to evolving industry standards and consumer preferences, while maintaining competitive products and services.
[removed: ◦We] [added: ◦We] may not be able to attract and retain skilled people.
[removed: ◦Acquisitions] [added: ◦Acquisitions] or strategic partnerships may disrupt our business and dilute shareholder value.
[removed: ◦We] [added: ◦We] rely on quantitative models to manage certain accounting, risk management, capital planning, and treasury functions.
Our ERM program identifies Key’s major risk categories as: [removed: credit risk,] compliance risk, operational risk, liquidity risk, market risk, [added: credit risk, model risk,] reputation risk, strategic risk, and [removed: model] [added: estimates and assumptions] risk.
As of December 31, [removed: 2023,] [added: 2024,] approximately 69% of our loan portfolio consisted of commercial and industrial loans, commercial real estate loans, including commercial mortgage and construction loans, and commercial leases.
The deterioration of a larger loan or a group of loans in this category could cause an increase in [removed: criticized] [added: criticized, classified,] and nonperforming loans, which could result in lower earnings from these loans, additional provision for loan and lease losses, and ultimately an increase in loan losses.
Recent Federal Reserve monetary policy, including shrinkage of its balance sheet and incremental increases in target interest rates early in 2023 followed by a sustained period of relatively [removed: high] [added: higher] target interest rates throughout [added: the latter part of 2023 and 2024, continue to impact the commercial and residential real estate markets.]
In many markets within Key’s footprint, [added: property values continue to decrease.]
Industrial and retail properties continue to remain stable, but multifamily, [added: office, hospitality, and single family detached properties show signs of deterioration.]
◦Our framework for managing risks and mitigating losses may not be effective.
◦Scotiabank holds a significant equity interest in our business and may exercise influence over us, including through its ability to designate up to two directors to our Board of Directors.
- Estimates and Assumptions Risk
◦The preparation of our consolidated financial statements requires us to make subjective determinations and use estimates that may vary from actual results and materially impact our financial condition and results of operations.
◦Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations.
Although the risks are organized by headings and each risk is discussed separately, many are interrelated.
Capitalization rates have risen, and property value appreciation has slowed and continues to decline.
Further, market volatility or difficulty accessing liquidity in the capital markets can result in a weaker counterparty profile and eventual failure of the counterparty to meet its contractual obligations.
- Recessionary pressures on other major international economies, such as China, that may impact the broader global and our domestic economy;
In addition, when U.S. economic conditions are weak or recessionary, unemployment may rise and corporate profits may fall significantly, creating adverse credit conditions in our lending businesses.
Rising credit costs may materially reduce our profitability as we generate the majority of our income from lending activity; See the section entitled “Credit Risk” in this Item 1A.
“Risk Factors.”
Hence, interest rate risk is inherent to our banking business and takes four primary forms: repricing risk, yield curve risk, basis risk, and option risk.
Repricing risk occurs when assets and liabilities respond to interest rate changes at different paces and to a different degree.
Yield curve risk arises when short- and long-term interest rates change to a different extent.
We incur basis risk to the extent that the relationship between different interest rate indices changes over time.
Option risk is present in assets, liabilities or other financial instruments that allow a party to change the timing of interest or principal payments.
Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions, the competitive environment within our markets, consumer preferences for specific loan and deposit products and their payment behavior, and policies of various governmental and regulatory agencies, in particular, the Federal Reserve.
Changes in monetary policy, including changes in interest rate controls being applied by the Federal Reserve, could influence the amount and timing of interest we receive on loans and securities, the amount and timing of interest we pay on deposits and borrowings, our ability to originate loans and obtain deposits, and the fair value of our financial assets and liabilities.
These scenarios illustrate repricing risk.
We have concentrations of loans and other business activities in geographic regions where our bank branches are located — Washington; Oregon/Alaska; Rocky Mountains; Indiana/Northwest Ohio/Michigan; Central/Southwest Ohio; East Ohio/Western Pennsylvania; Atlantic; Western New York; Eastern New York; and New England — and additional exposure to geographic regions outside of our branch footprint.
Adverse conditions in a geographic region such as inflation, unemployment, recession, natural disasters, impact of public health crises, 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.
An economic downturn or recession in one or more geographic regions where we conduct our business, or any significant or prolonged impact on the profitability of one or more of the market segments with which we conduct significant business activity, could adversely affect the demand for our products and services, the ability of our customers to repay loans, the value of the collateral securing loans, and the stability of our deposit funding sources.
Online and mobile banking have made it easier for customers to withdraw their deposits.
Higher withdrawals can raise funding cost, which may reduce Key’s net interest margin and net interest income.
Our banking business is subject to four primary liquidity risks: contingency risk, mismatch risk, funding risk, and refinancing risk.
Contingency risk arises from unexpected funding or liquidity needs occurring during challenging economic or financial market conditions.
Mismatch risk may occur when illiquid assets are funded with less stable funding sources.
Funding risk arises if funding sources become too concentrated.
Refinancing risk arises when a concentrated liability maturity profile creates near-term funding stress.
Despite actions that we take to manage these risks, unanticipated changes in assets, liabilities, and off-balance sheet commitments under various economic conditions (including a reduced level of wholesale funding sources), a substantial, unexpected, or prolonged change in the level or cost of liquidity could have a material adverse effect on us.
The severity and other features of these processes, which take the form of stress tests and other measures, may evolve from year to year and are used by the Federal Reserve to, among other things, evaluate our management of capital and the adequacy of our regulatory capital and to determine the stress capital buffer that we must maintain above our minimum regulatory capital requirements.
Despite recent announcements by the Federal Reserve declaring intent to increase transparency into capital stress tests and models, the results of these processes are difficult to predict due to, among other things, the Federal Reserve’s use of proprietary stress models that differ from our internal models.
From time to time, federal banking regulators tailor the extent to which various categories of large banks are subject to certain capital, liquidity and other regulations.
For instance, Category IV banks with assets between $100 billion and $250 billion, including Key, are not currently subject to certain capital and liquidity standards required of larger banks.
However, the bank regulatory environment evolves continually, and regulatory standards, expectations and
requirements evolve along with that environment, raising the risk of increased compliance costs in the future.
Moreover, often in response to industry or macroeconomic stress events, informal regulatory expectations of capital and liquidity management practices may exceed formal requirements.
Consequently, Key may not be able to realize any potential benefits of periodic regulatory tailoring.
The federal government’s actions can impact financial markets.
◦Depressed market values for our common stock and adverse economic conditions sustained over a period of time may require us to write down all or some portion of our goodwill.
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
the latter part of 2023, continue to impact the commercial and residential real estate markets.
Capitalization rates
are rising, and property value appreciation has slowed or is now declining.
property values have begun to decrease.
office, hospitality, and single family detached properties are beginning to show signs of deterioration.
Development
However, our
behalf of counterparties and clients, including financial statements, credit reports and other information.
We also rely
impact on collateral value.
legislation.
and the banking system as a whole, not our debtholders or shareholders.
These regulations increase our costs and
and regulations, including its provisions designed to protect consumers from financial abuse.
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
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 or implementation, could affect us in substantial and unpredictable ways.
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.
For example, the CFPB has launched an initiative to reduce the amounts and
types of fees financial institutions may charge, including the issuance of proposed rules that would significantly reduce the permissible amount of credit card late fees and NSF fees on transactions that are declined instantaneously or near-instantaneously and the issuance of an advisory opinion prohibiting large financial institutions (including Key) from imposing unreasonable obstacles on customers, such as charging excessive fees, for basic information about their own accounts.
practices, such as digital delivery of products and services, which can create challenges in execution and in the
examination process.
movement of funds.
improve detection and reporting capabilities and reduce variation in control processes and oversight accountability.
to issue cease and desist or removal orders, and to initiate injunctive actions against banking organizations and
affiliated parties.
determined to be unsafe or unsound, or for practices or acts that are determined to be unfair, deceptive, or abusive.
penalties, lawsuits, regulatory sanctions, reputational damage, or restrictions on our business.
Moreover, different
financial institutions and the enforcement environment.
information of our customers, employees, job applicants, and other individuals.
the development and marketing of new products or services, and reduce operational efficiency.
Any mishandling or
other sanctions.
At the federal level, we are subject to the Gramm-Leach-Bliley Act of 1999, as amended, which requires financial
An excerpt. Shown here: 40 of 224 rewritten, 40 of 100 added and 40 of 289 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2024 filing and the FY2023 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
597 rewritten, 284 added, 259 removed, 910 unchanged
| [Corporate [removed: strategy](#id35963ddccc041b2ab203b7e536286e2_58)] [added: strategy](#idd77e622791e409386a5881552bd53ca_61)] | | | [removed: [50](#id35963ddccc041b2ab203b7e536286e2_58)] [added: [50](#idd77e622791e409386a5881552bd53ca_61)] | | |
| [Results of [removed: Operations](#id35963ddccc041b2ab203b7e536286e2_64)] [added: Operations](#idd77e622791e409386a5881552bd53ca_67)] | | | [removed: [51](#id35963ddccc041b2ab203b7e536286e2_64)] [added: [53](#idd77e622791e409386a5881552bd53ca_67)] | | |
| [Earnings [removed: overview](#id35963ddccc041b2ab203b7e536286e2_67)] [added: overview](#idd77e622791e409386a5881552bd53ca_70)] | | | [removed: [51](#id35963ddccc041b2ab203b7e536286e2_67)] [added: [53](#idd77e622791e409386a5881552bd53ca_70)] | | |
| [Net interest [removed: income](#id35963ddccc041b2ab203b7e536286e2_70)] [added: income](#idd77e622791e409386a5881552bd53ca_73)] | | | [removed: [51](#id35963ddccc041b2ab203b7e536286e2_70)] [added: [53](#idd77e622791e409386a5881552bd53ca_73)] | | |
| [Provision for credit [removed: losses](#id35963ddccc041b2ab203b7e536286e2_73)] [added: losses](#idd77e622791e409386a5881552bd53ca_76)] | | | [removed: [54](#id35963ddccc041b2ab203b7e536286e2_73)] [added: [56](#idd77e622791e409386a5881552bd53ca_76)] | | |
| [Noninterest [removed: income](#id35963ddccc041b2ab203b7e536286e2_76)] [added: income](#idd77e622791e409386a5881552bd53ca_79)] | | | [removed: [54](#id35963ddccc041b2ab203b7e536286e2_76)] [added: [56](#idd77e622791e409386a5881552bd53ca_79)] | | |
| [Noninterest [removed: expense](#id35963ddccc041b2ab203b7e536286e2_79)] [added: expense](#idd77e622791e409386a5881552bd53ca_82)] | | | [removed: [56](#id35963ddccc041b2ab203b7e536286e2_79)] [added: [58](#idd77e622791e409386a5881552bd53ca_82)] | | |
| [Income [removed: taxes](#id35963ddccc041b2ab203b7e536286e2_82)] [added: taxes](#idd77e622791e409386a5881552bd53ca_85)] | | | [removed: [58](#id35963ddccc041b2ab203b7e536286e2_82)] [added: [60](#idd77e622791e409386a5881552bd53ca_85)] | | |
| [Business Segment [removed: Results](#id35963ddccc041b2ab203b7e536286e2_85)] [added: Results](#idd77e622791e409386a5881552bd53ca_88)] | | | [removed: [58](#id35963ddccc041b2ab203b7e536286e2_85)] [added: [60](#idd77e622791e409386a5881552bd53ca_88)] | | |
| [Consumer [removed: Bank](#id35963ddccc041b2ab203b7e536286e2_88)] [added: Bank](#idd77e622791e409386a5881552bd53ca_91)] | | | [removed: [58](#id35963ddccc041b2ab203b7e536286e2_88)] [added: [60](#idd77e622791e409386a5881552bd53ca_91)] | | |
| [Commercial [removed: Bank](#id35963ddccc041b2ab203b7e536286e2_91)] [added: Bank](#idd77e622791e409386a5881552bd53ca_94)] | | | [removed: [59](#id35963ddccc041b2ab203b7e536286e2_91)] [added: [61](#idd77e622791e409386a5881552bd53ca_94)] | | |
| [Financial [removed: Condition](#id35963ddccc041b2ab203b7e536286e2_94)] [added: Condition](#idd77e622791e409386a5881552bd53ca_97)] | | | [removed: [61](#id35963ddccc041b2ab203b7e536286e2_94)] [added: [63](#idd77e622791e409386a5881552bd53ca_97)] | | |
| [removed: [Loans and loans] [added: Loans] held for [removed: sale](#id35963ddccc041b2ab203b7e536286e2_97)] [added: sale] | | | [removed: [61](#id35963ddccc041b2ab203b7e536286e2_97)] [added: (2)] | | | [added: 1 | | | (1) | | | | | | | | | | | | | | |]
| [Deposits and other sources of [removed: funds](#id35963ddccc041b2ab203b7e536286e2_106)] [added: funds](#idd77e622791e409386a5881552bd53ca_109)] | | | [removed: [70](#id35963ddccc041b2ab203b7e536286e2_106)] [added: [72](#idd77e622791e409386a5881552bd53ca_109)] | | |
| [Off-Balance Sheet Arrangements and Aggregate Contractual [removed: Obligations](#id35963ddccc041b2ab203b7e536286e2_112)] [added: Obligations](#idd77e622791e409386a5881552bd53ca_115)] | | | [removed: [73](#id35963ddccc041b2ab203b7e536286e2_112)] [added: [75](#idd77e622791e409386a5881552bd53ca_115)] | | |
| [Off-balance sheet [removed: arrangements](#id35963ddccc041b2ab203b7e536286e2_115)] [added: arrangements](#idd77e622791e409386a5881552bd53ca_118)] | | | [removed: [73](#id35963ddccc041b2ab203b7e536286e2_115)] [added: [75](#idd77e622791e409386a5881552bd53ca_118)] | | |
| [Market risk [removed: management](#id35963ddccc041b2ab203b7e536286e2_130)] [added: management](#idd77e622791e409386a5881552bd53ca_133)] | | | [removed: [76](#id35963ddccc041b2ab203b7e536286e2_130)] [added: [78](#idd77e622791e409386a5881552bd53ca_133)] | | |
| [Liquidity risk [removed: management](#id35963ddccc041b2ab203b7e536286e2_133)] [added: management](#idd77e622791e409386a5881552bd53ca_136)] | | | [removed: [82](#id35963ddccc041b2ab203b7e536286e2_133)] [added: [83](#idd77e622791e409386a5881552bd53ca_136)] | | |
| [Credit risk [removed: management](#id35963ddccc041b2ab203b7e536286e2_136)] [added: management](#idd77e622791e409386a5881552bd53ca_139)] | | | [removed: [85](#id35963ddccc041b2ab203b7e536286e2_136)] [added: [86](#idd77e622791e409386a5881552bd53ca_139)] | | |
| [Operational and compliance risk [removed: management](#id35963ddccc041b2ab203b7e536286e2_139)] [added: management](#idd77e622791e409386a5881552bd53ca_142)] | | | [removed: [88](#id35963ddccc041b2ab203b7e536286e2_139)] [added: [90](#idd77e622791e409386a5881552bd53ca_142)] | | |
| [GAAP to Non-GAAP [removed: Reconciliations](#id35963ddccc041b2ab203b7e536286e2_142)] [added: Reconciliations](#idd77e622791e409386a5881552bd53ca_145)] | | | [removed: [89](#id35963ddccc041b2ab203b7e536286e2_142)] [added: [91](#idd77e622791e409386a5881552bd53ca_145)] | | |
| [Critical Accounting Policies and [removed: Estimates](#id35963ddccc041b2ab203b7e536286e2_175)] [added: Estimates](#idd77e622791e409386a5881552bd53ca_178)] | | | [removed: [90](#id35963ddccc041b2ab203b7e536286e2_175)] [added: [92](#idd77e622791e409386a5881552bd53ca_178)] | | |
| [Allowance for loan and lease [removed: losses](#id35963ddccc041b2ab203b7e536286e2_178)] [added: losses](#idd77e622791e409386a5881552bd53ca_181)] | | | [removed: [91](#id35963ddccc041b2ab203b7e536286e2_178)] [added: [93](#idd77e622791e409386a5881552bd53ca_181)] | | |
| [Derivatives and [removed: hedging](#id35963ddccc041b2ab203b7e536286e2_184)] [added: hedging](#idd77e622791e409386a5881552bd53ca_187)] | | | [removed: [94](#id35963ddccc041b2ab203b7e536286e2_184)] [added: [96](#idd77e622791e409386a5881552bd53ca_187)] | | |
| [Contingent liabilities, guarantees and income [removed: taxes](#id35963ddccc041b2ab203b7e536286e2_187)] [added: taxes](#idd77e622791e409386a5881552bd53ca_190)] | | | [removed: [94](#id35963ddccc041b2ab203b7e536286e2_187)] [added: [97](#idd77e622791e409386a5881552bd53ca_190)] | | |
| [Accounting and reporting [removed: developments](#id35963ddccc041b2ab203b7e536286e2_190)] [added: developments](#idd77e622791e409386a5881552bd53ca_193)] | | | [removed: [95](#id35963ddccc041b2ab203b7e536286e2_190)] [added: [98](#idd77e622791e409386a5881552bd53ca_193)] | | |
This section reviews the financial condition and results of operations of KeyCorp and its subsidiaries for [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
To review our financial condition and results of operations for [removed: 2021] [added: 2022] and a comparison between the [removed: 2021 and] 2022 [added: and 2023] results, see Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our [removed: [2022] [added: [2023] Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/91576/000009157623000026/key-20221231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/91576/000009157624000040/key-20231231.htm)] filed with the SEC on February 22, [removed: 2023,] [added: 2024,] which discussion is incorporated herein by reference.
[removed: ][added: ]
[removed: ][added: ]
[removed: ][added: ]
We intend to pursue this commitment by growing profitably; acquiring and expanding targeted client relationships; effectively managing risk and rewards; maintaining financial strength; and engaging, retaining, and inspiring our [removed: diverse and] high-performing [removed: workforce.][added: and talented workforce and fostering a culture that is fair and inclusive for all.]
In aligning our businesses and investments against these targeted client segments, we are able to make a meaningful [added: positive] impact for our clients.
- Engage a [removed: high-performing, talented,] [added: high-performing] and [removed: diverse] [added: talented] workforce — Every day our employees provide our clients with great ideas, extraordinary service, and smart solutions.
We intend to continue to engage our [removed: high-performing, talented,] [added: high-performing] and [removed: diverse] [added: talented] workforce to create an environment where [removed: they] [added: everyone] can make a difference, own their careers, be respected, and feel a sense of pride.
At December 31, [removed: 2023,] [added: 2024,] our Common Equity Tier 1 and Tier 1 risk-based capital ratios stood at [removed: 10.02%] [added: 11.92%] and [removed: 11.67%,] [added: 13.69%,] respectively.
- We remained committed to our strategy to [removed: engage] [added: engage] a [removed: high-performing, talented,] [added: high-performing] and [removed: diverse workforce.] [added: talented workforce and fostering an inclusive environment for all.] We [removed: have been] [added: continue to be] recognized by multiple organizations for our dedication to creating an environment where [added: all] employees are treated with respect and empowered to bring their authentic selves to work.
[removed: Current year expectations - full year 2024] [added: | | | | 2024] vs. [removed: full year] 2023 [added: | | | | | | | | | | | | | | | | | | | | |]
| Average loans | | | | | | [added: $107.7 Billion | | | | | | (9)% | | | | | |] down [removed: 5%] [added: 2%] to [removed: 7%(c)] [added: 5%] | | |
| [Introduction](#idd77e622791e409386a5881552bd53ca_55) | | | [50](#idd77e622791e409386a5881552bd53ca_55) | | |
| [Executive overview](#idd77e622791e409386a5881552bd53ca_64) | | | [51](#idd77e622791e409386a5881552bd53ca_64) | | |
| [Securities](#idd77e622791e409386a5881552bd53ca_106) | | | [69](#idd77e622791e409386a5881552bd53ca_106) | | |
| [Capital](#idd77e622791e409386a5881552bd53ca_112) | | | [73](#idd77e622791e409386a5881552bd53ca_112) | | |
| [Guarantees](#idd77e622791e409386a5881552bd53ca_124) | | | [76](#idd77e622791e409386a5881552bd53ca_124) | | |
| [Risk Management](#idd77e622791e409386a5881552bd53ca_127) | | | [76](#idd77e622791e409386a5881552bd53ca_127) | | |
| [Overview](#idd77e622791e409386a5881552bd53ca_130) | | | [76](#idd77e622791e409386a5881552bd53ca_130) | | |
| [Valuation methodologies](#idd77e622791e409386a5881552bd53ca_184) | | | [94](#idd77e622791e409386a5881552bd53ca_184) | | |
Executive overview
Our 2024 financial results were generally positive and reflected the impact of large securities repositioning trades that enhanced our future earnings trajectory.
Net interest income was down, reflecting lower loans and changes in interest rates, but remained within our target range versus 2023.
Fee growth was stronger than expected reflecting the second highest year of investment banking revenues in our history.
We achieved meaningful positive operating leverage in the second half of the year and look to continue to deliver earnings growth and operating leverage in 2025.
Strategic Minority Investment by Scotiabank
On August 12, 2024, we entered into an Investment Agreement with Scotiabank pursuant to which Scotiabank agreed to make a strategic minority investment in KeyCorp of approximately $2.8 billion, representing approximately 14.9% pro forma common stock ownership of KeyCorp, for a fixed price of $17.17 per share.
On August 30, 2024, Scotiabank completed the initial purchase of our Common Shares with an investment of approximately $821 million in gross proceeds.
Following the initial purchase, Scotiabank owned approximately 4.9% of KeyCorp’s common stock.
On December 13, 2024, Key announced that all necessary bank regulatory approvals had been received for completion of Scotiabank’s strategic minority investment in KeyCorp.
On December 27, 2024, Scotiabank completed the final purchase of our Common Shares contemplated under the Investment Agreement with an investment of approximately $2.0 billion (the “Second Closing”).
Following the Second Closing, Scotiabank owns approximately 14.9% of our Common Shares.
On December 27, 2024, in connection with the Second Closing, the Board of Directors of KeyCorp increased the size of the Board to fifteen directors and appointed Jacqueline Allard and Somesh Khanna to serve on the Board, effectively immediately upon the Second Closing.
Refer to Note 24 (“Shareholders' Equity”) for additional information on this transaction.
Securities Repositioning
On September 6, 2024, we initiated a strategic repositioning of our available-for-sale investment securities portfolio by selling approximately $7.0 billion in market value of low-yielding mortgage-backed securities.
The mortgage-backed securities that were sold had a weighted average book yield of approximately 2.3% and an average duration of approximately six years.
Reinvestment of the proceeds from the sale was completed in October 2024, with the new securities having an average book yield of approximately 4.95% and an average duration of approximately four years.
During the third quarter of 2024, along with our customary sale of short-dated U.S. Treasuries set to mature within the quarter, we also sold approximately $3 billion in U.S. Treasuries yielding 50 basis points that were set to mature in the fourth quarter of 2024.
The total pre-tax loss on the sale of securities available for sale for the third quarter was $935 million of which $918 million was associated with the strategic repositioning.
Prior to the Second Closing, KeyCorp completed the strategic repositioning of its available-for-sale investment securities portfolio by selling an additional $3.0 billion in market value of low-yielding investment securities and terminating approximately $3.0 billion of fair value hedges, resulting in a pre-tax loss of $915 million in the fourth quarter of 2024.
The investment securities that were sold had a weighted average book yield of approximately 1.5% and an average duration of approximately eight years.
The reinvestment of the proceeds from the repositioning was completed in December 2024, with the new securities having an average book yield of 5.5% and an average duration of approximately four years.
In addition to the items described above, the following actions and results during 2024 also supported our overall corporate strategy.
- We have expanded our commercial banking business in Chicago and Southern California to serve more middle market clients with our differentiated platform, which includes a full range of commercial lending and capital markets capabilities as well as payments solutions designed specifically for the segment.
- We completed core technological modernization projects of our commercial loan platform and our derivatives platform.
- We ended the year with $61.4 billion in assets under management and administration, a record high, reflecting the strong sales production in our mass affluent segment.
- Within our Consumer Bank, we grew relationship households in excess of three percent for the second consecutive year, including growth of five to eight percent throughout our western markets.
Business Outlook
Consistent with the forward guidance we provided on January 21, 2025, we expect these results for full year 2025 versus full year 2024.
| Category | | | | | | 2024 Baseline | | | | | | FY2024 vs FY2023 | | | | | | FY2025 (vs FY 2024)(a) | | |
| Ending loans | | | | | | $104.3 Billion | | | | | | (7)% | | | | | | Flat vs YE 2024 | | |
| [Introduction](#id35963ddccc041b2ab203b7e536286e2_52) | | | [48](#id35963ddccc041b2ab203b7e536286e2_52) | | |
| [Long-term financial targets](#id35963ddccc041b2ab203b7e536286e2_55) | | | [49](#id35963ddccc041b2ab203b7e536286e2_55) | | |
| [Strategic developments](#id35963ddccc041b2ab203b7e536286e2_61) | | | [50](#id35963ddccc041b2ab203b7e536286e2_61) | | |
| [Securities](#id35963ddccc041b2ab203b7e536286e2_103) | | | [67](#id35963ddccc041b2ab203b7e536286e2_103) | | |
| [Capital](#id35963ddccc041b2ab203b7e536286e2_109) | | | [71](#id35963ddccc041b2ab203b7e536286e2_109) | | |
| [Guarantees](#id35963ddccc041b2ab203b7e536286e2_121) | | | [74](#id35963ddccc041b2ab203b7e536286e2_121) | | |
| [Risk Management](#id35963ddccc041b2ab203b7e536286e2_124) | | | [74](#id35963ddccc041b2ab203b7e536286e2_124) | | |
| [Overview](#id35963ddccc041b2ab203b7e536286e2_127) | | | [74](#id35963ddccc041b2ab203b7e536286e2_127) | | |
| [Valuation methodologies](#id35963ddccc041b2ab203b7e536286e2_181) | | | [92](#id35963ddccc041b2ab203b7e536286e2_181) | | |
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
Long-term financial targets
(a)See the section entitled “GAAP to non-GAAP Reconciliations,” which presents the computations of certain financial measures related to “cash efficiency.” The section includes tables that reconcile the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.
(a)See the section entitled “GAAP to non-GAAP Reconciliations,” which presents the computations of certain financial measures related to “tangible common equity.” The section includes tables that reconcile the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.
Positive Operating Leverage
*Generate positive operating leverage and a cash efficiency ratio in the range of 54.0% to 56.0%*.
For the 2023 fiscal year, our cash efficiency ratio and operating leverage were affected by an increase in noninterest expense and a decrease in revenues.
Noninterest expense increased 7% from prior year including the impact of the FDIC special assessment as well as efficiency-related charges as we focused on expense management, including simplifying and streamlining our businesses.
Net interest income decreased 13% from prior year reflecting higher interest-bearing deposit costs and a shift in funding mix to higher cost deposits and borrowings.
Positive operating leverage remains one of our long-term financial targets.
Moderate Risk Profile
*Maintain a moderate risk profile by targeting a net loan charge-offs to average loans ratio in the range* *of .40% to .60% through a credit cycle.*
Our net charge-offs to average loans ratio remains near historically low levels and continues to reflect our proven underwrite-to-distribute model.
We believe our strong risk management practices will allow us to continue supporting our clients, while maintaining our moderate risk profile, and will position Key to perform well through all business cycles.
Financial Return
*A return on average tangible common equity in the range of 16.0% to 19.0%.*
Our full-year dividend for 2023 was $.82.
Our proactive balance sheet optimization efforts drove the increase in our CET1 ratio and improved our liquidity and funding profile.
We believe that these proactive efforts will better position Key to deliver sound, profitable growth and value for all of our stakeholders.
Strategic developments
We took the following actions during 2023 in support of our corporate strategy:
- Throughout dynamic market conditions we continued to support our clients, growing in both commercial clients and consumer households and raising $80 billion in capital for our clients.
- We’ve continued to focus on relationships, primacy, and quality deposits, while de-emphasizing non-relationship business and significantly improving our funding and liquidity.
- Overall, credit quality remains strong reflecting our strong risk management discipline and our proven underwrite-to-distribute business model.
We’ve continued to maintain low exposure in high-risk categories such as leveraged lending and office properties.
- We proactively managed our balance sheet by reducing risk-weighted assets, improving our capital position.
Some of these awards and recognitions included the Human Rights Campaign naming us one of the 2023 Equality 100 Award recipients as a leader in LGBTQ+ Workplace Inclusion, Bloomberg listing us on the Gender-Equality Index, G.I. Jobs and Military Spouse Magazine recognizing us as a Military Friendly® and Military Friendly® Spouse Employer, and receiving the Leading Disability Employer Seal from the National Organization on Disability.
We were also named to DiversityInc’s 2023 Top 50 Companies for Diversity.
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Category | | | | | | Expectations (a) | | |
| Average deposits | | | | | | flat to down 2% | | |
An excerpt. Shown here: 40 of 597 rewritten, 40 of 284 added and 40 of 259 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2024 filing and the FY2023 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
1 rewritten, 0 added, 1 removed, 0 unchanged
The information included under the caption “Risk Management — Market risk management” in the MD&A beginning on page [removed: [76](#id35963ddccc041b2ab203b7e536286e2_130)] [added: [78](#idd77e622791e409386a5881552bd53ca_133)] is incorporated herein by reference.
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
Item 1. BUSINESS
86 rewritten, 66 added, 68 removed, 315 unchanged
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: $188.3] [added: $187.2] billion at December 31, [removed: 2023.][added: 2024.]
As of December 31, [removed: 2023,] [added: 2024,] these services were provided across the country through KeyBank’s [removed: 959] [added: 944] full-service retail banking branches and a network of [removed: 1,217] [added: 1,182] ATMs in 15 states, as well as additional offices, online and mobile banking capabilities, including our national digital [removed: bank,] [added: brand,] Laurel Road, and a telephone banking call center.
It is also a significant, national, commercial real estate lender and third-party [removed: servicer of commercial mortgage loans] [added: master] and special servicer of [removed: CMBS.][added: commercial mortgage loans.]
The operating segment includes the KBCM platform which provides a broad suite of capital markets products and services including syndicated finance, debt and equity [removed: capital markets,] [added: underwriting, fixed income and equity sales and trading,] derivatives, foreign exchange, [removed: financial] [added: mergers & acquisition and other] advisory, [removed: public finance, commercial payments, equipment finance,] and [removed: commercial mortgage banking.][added: public finance.]
Also posted on our website, and available in print upon request from any shareholder to our Investor Relations Department, are the charters for [added: the committees of] our [removed: Technology Committee,] [added: Board of Directors, which includes the] Audit Committee, Compensation and Organization Committee, Executive Committee, Nominating and Corporate Governance Committee, [removed: and] Risk [added: Committee, and Technology] Committee; our Corporate Governance Guidelines; the Code of Business Conduct and Ethics for our directors, officers, and employees; our Standards for Determining Independence of Directors; our policy for Review of Transactions Between KeyCorp and Its Directors, Executive Officers and Other Related Persons; our Statement of Political Activity; and our Corporate Responsibility Report.
The market for banking and related financial services is highly [removed: competitive.][added: competitive and continuously evolving.]
Key competes with other providers of financial services, such as BHCs, commercial banks, savings associations, credit unions, mortgage banking companies, finance companies, mutual funds, insurance companies, investment management firms, [added: private credit funds,] investment banking firms, broker-dealers, [added: financial technology companies,] and other local, regional, national, and global institutions that offer financial services.
[removed: Risk Factors - “ We operate in a highly competitive industry.”] Mergers and acquisitions have also led to increased concentration in the banking industry, placing added competitive pressure on Key’s core banking products and services as we see competitors enter some of our markets or offer similar products.
Engaging a [removed: diverse] [added: high performing] and [removed: talented team] [added: collaborative workforce] is a top strategic priority for Key.
Our human capital management strategy is focused on attracting, [added: retaining,] developing, [added: motivating] and [removed: retaining] [added: rewarding] the talent our businesses need to [removed: deliver strong returns to our shareholders,] [added: drive sound, profitable growth, and ultimately, enhance shareholder value,] which we do by offering a competitive total rewards package, providing opportunities for career development and growth, and fostering a culture that is fair and [removed: inclusive.][added: inclusive for all.]
We have steadily increased our starting minimum wage since 2015, and as of December 31, [removed: 2023, 98%] [added: 2024, 93%] of employees earned [removed: $18 or more per hour, with 89% of employees earning] $20 or more per hour.
[removed: We subject all discretionary] incentives paid to our employees to a robust risk adjustment process that begins before grant and extends beyond payment.
We invest in our teammates’ growth and professional development through a variety of internal networking [removed: groups,] [added: groups that are open to all teammates,] including our [removed: twelve] Key Business Impact and Networking Groups (“KBINGs”), formal and informal mentoring programs, including Key’s enterprise-wide formal mentoring program, MentorMe at Key, and a suite of leadership development programs.
Key had an average of [removed: 17,692] [added: 16,753] full time equivalent employees in [removed: 2023.][added: 2024.]
As of December 31, [removed: 2023,] [added: 2024,] a total of [removed: 17,333] [added: 17,406] full-time and part-time employees worked in the following regions, which are generally aligned to the regions Key uses for its retail branch banking network:
][added: Map.jpg](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-20241231_g2.jpg)]
| | | | All Other | | | [removed: 2,552] [added: 2,173] | | |
Key’s annualized rate for voluntary turnover as of December 31, [removed: 2023,] [added: 2024,] was [removed: 14.6%,] [added: 13.2%,] lower than our annualized voluntary turnover rate for [removed: 2022,] [added: 2023,] which was [removed: 18.0%,] [added: 14.6%,] and lower than our previous [removed: five year] [added: five-year] historical average of [removed: 16.8%.][added: 15.3%.]
KeyCorp’s executive officers are principally responsible for managing the operations of KeyCorp, making policy for KeyCorp, executing on strategic decisions, and managing material risks, subject to the supervision and direction of [removed: the Board.]
Set forth below are the names and ages of the executive officers of KeyCorp as of December 31, [removed: 2023,] [added: 2024,] the positions held by each at KeyCorp during the past five years, and the year each first became an executive officer of KeyCorp.
[removed: Benhart] [added: On January 23, 2025, Mohit (Mo) Ramani] became Chief Risk Officer.
Because [removed: Darrin Benhart] [added: Mo Ramani] and James Waters have been employed at KeyCorp for less than five years, information is being provided concerning their prior business experience.
Alexander [removed: (44)] [added: (45)] - Mr. Alexander has been KeyCorp’s Head of Consumer Bank and an executive officer of KeyCorp since January 2020.
[removed: Benhart (58)] [added: Mohit Ramani (51)] - Mr. [removed: Benhart] [added: Ramani] became Chief Risk Officer and an executive officer of KeyCorp on January [removed: 1,][added: 23, 2025.]
Prior to that time, he served as Deputy Chief Risk Officer and Head of Enterprise Risk Management from [added: August 2023 to December 2023 and Chief Enterprise Risk Officer from July 2022 to August 2023.]
[added: Prior to July] 2022, he served as a National Bank Examiner with the OCC from March 1992 to March 2022.
Brady [removed: (57)] [added: (58)] *-* Ms. Brady is KeyCorp’s Chief Information Officer, serving in that role since May 2012.
Evans [removed: (59)] [added: (60)] - Ms. Evans has been the Director of Corporate Center for KeyCorp since August 2012.
Gavrity [removed: (47)] [added: (48)] - Mr. Gavrity has been Head of Commercial Bank since November 2023 and became an executive officer of KeyCorp in May 2021.
Gorman [removed: (63)] [added: (64)] - Mr. Gorman has been Chairman, Chief Executive Officer, and President of KeyCorp since May 1, 2020.
Clark H.I. Khayat [removed: (52)] [added: (53)] - Mr. Khayat has been Chief Financial Officer since March 2023 and an executive officer since September 2018.
Kidik [removed: (44)] [added: (45)] - Ms. Kidik has been the Chief Risk Review Officer and General Auditor and an executive officer of KeyCorp since July 2022.
Mago [removed: (58)] [added: (59)] - Ms. Mago has served as the Chief Human Resources Officer since November 2023.
[removed: Midkiff (61)] [added: Benhart (59)] - On December 31, [removed: 2023,] [added: 2024,] Mr. [removed: Midkiff] [added: Benhart] was Chief Risk Officer and an executive officer of KeyCorp [added: and had served in such capacity] since January [removed: 2018.][added: 1, 2024.]
Paine III [removed: (54)] [added: (55)] - Mr. Paine has been the Head of Institutional Bank since 2019.
[removed: Schosser] [added: Gilbert] (53) - [removed: Mr. Schosser] [added: Ms. Gilbert] has been the Chief Accounting Officer and an executive officer of KeyCorp since [removed: May 2015.][added: March 2024.]
Waters [removed: (57)] [added: (58)] - Mr. Waters became the General Counsel and Secretary and an executive officer of KeyCorp in July 2021.
Comprehensive reform of the legislative and regulatory environment for financial services companies occurred in 2010 and remains [removed: ongoing, with additional reforms expected following the bank failures that occurred in early 2023.][added: ongoing.]
[added: 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.
Specifically, the FSOC is authorized to: (i) identify risks to U.S. financial stability that could arise from the material financial distress or failure, or ongoing activities, of large, interconnected SIFIs, or that could arise outside the financial services marketplace; (ii) promote market discipline by eliminating expectations that the U.S. government will shield shareholders, creditors, and counterparties from losses in the event of failure; and (iii) respond to emerging threats [removed: to the stability of the U.S. financial system.]
Legislative, regulatory, economic, and technology changes, as well as consolidation within the financial services industry, could result in increased competition from new and existing market participants.
Successfully competing in our markets also depends on our ability to invest in technology and infrastructure, execute transactions reliably and effectively, maintain and enhance our reputation, and attract, retain, and motivate talented employees, all while prudently managing risks and expenses.
Risk Factors - “We operate in a highly competitive industry.”
We subject all discretionary
| | | | East | | | 12,399 | | |
| | | | West | | | 2,834 | | |
the Board.
Stacy L.
Prior to her appointment as Chief Accounting Officer, Ms. Gilbert served as Corporate Controller for KeyCorp since August 2023.
She previously served as Assistant Corporate Controller and Senior Director of External Reporting and Accounting Policy.
She first joined the Company in 2002, holding a variety of accounting roles, before leaving to join FirstMerit Corporation in 2008.
She re-joined the Company in 2016.
Prior to that time, he served in a variety of roles with Truist Financial Corporation, including Deputy Chief Risk Officer and Chief Credit Officer from January 2023 to January 2025 and Chief Business Unit Risk Officer from 2000 to 2023.
to the stability of the U.S. financial system.
buffers.
| Tier 1 Capital | | | 6.00 | | | 3.10 | | | 9.10 | | | 13.69 | | |
| Total Capital | | | 8.00 | | | 3.10 | | | 11.10 | | | 16.15 | | |
Key elected the CECL phase-in option provided by regulatory guidance which delayed for two years the estimated impact of CECL on regulatory capital and phases it in over three years beginning in 2022.
Effective for the first quarter 2022, Key entered a three-year transition period, and the full impact of the CECL standard was phased-in to regulatory capital through December 31, 2024.
In the first quarter of 2025, CECL will be fully reflected in regulatory capital.
On a fully phased-in basis, Key’s Common Equity Tier 1 ratio would be reduced by five basis points.
On June 26, 2024, the Federal Reserve announced the results of the supervisory stress test that it conducted of 31 BHCs having more than $100 billion in total consolidated assets (including KeyCorp).
The Federal Reserve indicated that all BHCs subject to the stress test maintained capital ratios above the minimum required levels under the severely adverse scenario.
The stress test results for individual BHCs (including KeyCorp) were used by the Federal Reserve to determine a BHC’s updated stress capital buffer requirement.
The Federal Reserve published the updated stress capital buffer requirements on August 28, 2024.
KeyCorp’s updated stress capital buffer is 3.1%.
On December 23, 2024, the Federal Reserve announced that it intends to propose changes to its stress testing framework in order to improve the transparency of the stress tests and reduce the volatility of the resulting capital
requirements.
The Federal Reserve said that it plans to, among other things, disclose and seek public comment on the models and scenarios used in the stress tests and to average results over two years to reduce year-over-year changes in capital requirements.
Changes to the stress testing framework would apply to KeyCorp.
On December 24, 2024, five trade associations filed a lawsuit against the Federal Reserve in the United States District Court for the Southern District of Ohio to challenge the stress testing framework on the basis that the current framework violates the Administrative Procedures Act and the Due Process Clause of the United States Constitution.
The parties bringing the lawsuit indicated that they do not object to the use of stress tests to set stress capital buffer requirements but that they want to ensure that the Federal Reserve subjects the stress tests to public notice and comment and complies with other applicable legal requirements.
KeyCorp is monitoring developments in this case.
The FDIC has indicated that the loss estimates to be recovered by the special assessment will be periodically adjusted as the FDIC (as receiver of the failed banks) sells assets, satisfies liabilities, and incurs receivership expenses.
The FDIC said that it will provide any updates regarding the amount and collection period for the special assessment when it sends the quarterly deposit insurance assessment invoices to the IDIs subject to the special assessment.
In the first quarter of 2024, the FDIC announced an increase in its estimate of losses from protecting the uninsured depositors of SVB and Signature and, therefore, increased the amount that it would collect through the special assessment.
Because of this updated estimate, Key incurred an incremental pre-tax expense of $29 million in the first quarter of 2024.
Based on the quarterly invoices Key received from the FDIC in June 2024, September 2024, and December 2024, Key recorded an incremental pre-tax expense of $5 million in the second quarter of 2024, and a reversal of pre-tax expense of $6 million and $3 million in the third and fourth quarter of 2024, respectively, to true-up initial estimates to invoiced amounts.
aspects of guidance and feedback provided to filers subject to the current rule, (vii) expands expectations regarding engagement and capabilities testing, and (viii) establishes an enhanced credibility standard for the evaluation of resolution submissions.
The final rule was effective on October 1, 2024.
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
Additionally, KBCM provides fixed income and equity sales and trading services to investor clients.
Creating a Fair and Inclusive Culture
Key’s purpose is to help our clients, colleagues, and communities thrive.
We remain committed to attracting a talented and diverse workforce and supplier base that represents the clients and communities we serve.
In 2023, we continued to focus on increasing minority representation in management and leadership roles, expanding our overall recruiting focus, developing diverse candidate pipelines, increasing supplier diversity, providing mentorship opportunities, offering implicit bias training, and leveraging our KBINGs to strengthen both engagement and inclusion.
In addition, we are committed to pay equity as a foundational element of our culture.
As of February 2023, 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.
Our pay equity and parity measures are evaluated annually, and we engage third-party partners to consult on our pay equity analysis and practices as needed.
More information about our commitment to pay equity and our commitment to increasing diversity is available at www.key.com/about/diversity/pay-equity-commitment.html.
As of December 31, 2023, our overall workforce was 57.8% female.
In addition, as of December 31, 2023, our workforce was also 74.9% White, 9.0% Black/African American, 7.0% Hispanic/Latino, 6.4% Asian and 2.7% other.
Our Board of Directors is 46% diverse (six of our 13 total Directors are diverse, with four women, one of whom is also a minority, and two male minorities) and our Executive Leadership Team is 42% diverse (four women and one minority out of 12 total executives).
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 annual Environmental, Social, and Governance report at https://www.key.com/about/diversity/diversity-and-inclusion.html.
| | | | East | | | 12,459 | | |
| | | | West | | | 2,322 | | |
On January 1, 2024, Darrin J.
2024.
August 2023 to December 2023 and Chief Enterprise Risk Officer from July 2022 to August 2023.
Prior to July
Mark W.
Douglas M.
Jaime Warder (50) - 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.
Prior to 2018, he was a partner of the law firm Haynes and Boone, LLP.
In addition,
risk-weighted assets.
| Tier 1 Capital | | | 6.00 | | | 2.50 | | | 8.50 | | | 11.67 | | |
| Total Capital | | | 8.00 | | | 2.50 | | | 10.50 | | | 14.15 | | |
In December 2017, the Basel Committee released its final revisions to Basel III.
The revisions seek to restore credibility in the calculation of risk-weighted assets 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 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 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.
A final rule adopted by the federal banking agencies in February 2019 provides banking organizations with the option to phase in, over a three-year period, the adverse day-one regulatory capital effects of the adoption of the CECL accounting standard.
On August 20, 2020, the federal banking agencies issued a final rule that gives banking organizations that adopt CECL before the end of 2020 the option to delay for two years CECL’s adverse effects on regulatory capital.
This is in addition to the three-year transition period already in place, resulting in an optional five-year transition.
Key elected to adopt CECL as planned in the first quarter of 2020 and exercised the option to use a five-year transition to measure CECL’s effects on regulatory capital.
same capital deductions and minority interest treatments that currently apply to Category I and Category II banking organizations.
Final rules related to the implementation of EGRRCPA (“Tailoring Rules”) became effective on December 31, 2019.
KeyCorp has been required to report the results of its mid-cycle stress test to the Federal Reserve.
In 2024, KeyCorp will again 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.
An excerpt. Shown here: 40 of 86 rewritten, 40 of 66 added and 40 of 68 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2024 filing and the FY2023 filing.
Cover and table of contents
37 rewritten, 18 added, 18 removed, 124 unchanged
[removed: ][added: ]
The aggregate market value of voting and non-voting common stock held by nonaffiliates of the Registrant was [removed: $8,646,175,313] [added: $13,402,865,321] (based on the June [removed: 30, 2023,] [added: 28, 2024,] closing price of KeyCorp Common Shares of [removed: $9.24] [added: $14.21] as reported on the New York Stock Exchange).
As of February [removed: 20, 2024,] [added: 19, 2025,] there were [removed: 933,841,692] [added: 1,105,119,318] Common Shares outstanding.
Certain specifically designated portions of KeyCorp’s definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.
- changes in accounting policies, standards, and interpretations; [added: and]
- breaches of security or failures of our technology systems due to technological or other [removed: factors and] [added: factors,] cybersecurity [removed: threats;][added: threats, and increased risks resulting from remote work;]
- negative outcomes from claims, litigation, [added: arbitration,] investigations, or governmental proceedings;
- our ability to manage [removed: our] reputational [removed: risks,] [added: risk,] including [removed: ESG-related risks;][added: risks related to corporate responsibility and sustainability efforts;]
- unanticipated adverse effects of strategic partnerships or acquisitions and dispositions of assets or businesses; [removed: and]
- our ability to develop and effectively use the quantitative models we rely upon in our business [removed: planning.][added: planning;]
Before making an investment decision, you should carefully consider all risks and uncertainties disclosed in our SEC filings, including this report on Form [removed: 10-K and] [added: 10-K,] our subsequent reports on Forms 10-Q and [removed: 8-K] [added: 8-K,] and our registration statements [added: filed with the SEC] 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.
| 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. [removed: AQN Strategies: Arbitria Quum Notitia, LLC. ARRC: Alternative Reference Rates Committee.] ASC: Accounting Standards Codification. [removed: ASR: Accelerated Stock Repurchase.] ASU: Accounting Standards Update. ATMs: Automated teller machines. BSA: Bank Secrecy Act. BHCA: Bank Holding Company Act of 1956, as amended. BHCs: Bank holding companies. Board: KeyCorp Board of Directors. CAPM: Capital Asset Pricing Model. [removed: CARES Act: Coronavirus Aid, Relief, and Economic Security Act.] CCAR: Comprehensive Capital Analysis and Review. [removed: 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 [removed: Valuation Adjustment.] [added: 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. [removed: ESG: Environmental, social, and governance] EVE: Economic value of equity. FASB: Financial Accounting Standards Board. FDIA: Federal Deposit Insurance Act, as amended. FDIC: Federal Deposit Insurance Corporation. Federal Reserve: Board of Governors of the Federal Reserve System. FHLB: Federal Home Loan Bank of Cincinnati. FHLMC: Federal Home Loan Mortgage Corporation. FICO: Fair Isaac Corporation. FINRA: Financial Industry Regulatory Authority. First Niagara: First Niagara Financial Group, Inc. FNMA: Federal National Mortgage Association. FSOC: Financial Stability Oversight Council. [removed: | | |] FVA: Fair value of employee benefit plan assets. [added: | | |] GAAP: U.S. generally accepted accounting principles. GNMA: Government National Mortgage Association. HTC: Historic tax credit. IDI: Insured depository institution. IRS: Internal Revenue Service. ISDA: International Swaps and Derivatives Association. KBCM: KeyBanc Capital Markets, Inc. [removed: KBING: Key Business Impact and Networking Groups.] KCC: Key Capital Corporation. KCDC: Key Community Development Corporation. KCIC: Key Community Investment Capital LLC. [removed: KEF: Key Equipment Finance.] LCR: Liquidity coverage ratio. LGD: Loss given default. [removed: LIBOR: London Interbank Offered Rate.] LIHTC: Low-income housing tax credit. LTV: Loan-to-value. Moody’s: Moody’s Investor Services, Inc. [removed: MRM:] [added: MTRM:] Market [added: & Treasury] Risk [removed: Management group.] [added: Management.] MRC: Market Risk Committee. N/A: Not applicable. NAV: Net asset value. NFA: National Futures Association. N/M: Not meaningful. NMTC: New market tax credit. [removed: NOW: Negotiable Order of Withdrawal.] NPR: Notice of proposed rulemaking. NSF: Non-sufficient funds. NYSE: New York Stock Exchange. OCC: Office of the Comptroller of the Currency. OCI: Other comprehensive income (loss). OREO: Other real estate owned. PBO: Projected benefit obligation. PCCR: Purchased credit card relationship. PCD: Purchased credit deteriorated. PD: Probability of default. [removed: PPP: Paycheck Protection Program.] RMBS: Residential mortgage-backed securities. S&P: Standard and Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc. SEC: U.S. Securities & Exchange Commission. [added: Scotiabank: The Bank of Nova Scotia] 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: TDR: Troubled debt restructuring.] TE: Taxable-equivalent. [added: TROC: Treasury Risk Oversight Committee.] U.S. Treasury: United States Department of the Treasury. VaR: Value at risk. VEBA: Voluntary Employee Beneficiary Association. VIE: Variable interest entity. | | |
[removed: 2023] [added: 2024] FORM 10-K ANNUAL REPORT
| 1A | | | | | | [Risk [removed: Factors](#id35963ddccc041b2ab203b7e536286e2_22)] [added: Factors](#idd77e622791e409386a5881552bd53ca_22)] | | | [removed: [25](#id35963ddccc041b2ab203b7e536286e2_22)] [added: [24](#idd77e622791e409386a5881552bd53ca_22)] | | |
| 1B | | | | | | [Unresolved Staff [removed: Comments](#id35963ddccc041b2ab203b7e536286e2_25)] [added: Comments](#idd77e622791e409386a5881552bd53ca_25)] | | | [removed: [42](#id35963ddccc041b2ab203b7e536286e2_25)] [added: [43](#idd77e622791e409386a5881552bd53ca_25)] | | |
| 3 | | | | | | [Legal [removed: Proceedings](#id35963ddccc041b2ab203b7e536286e2_31)] [added: Proceedings](#idd77e622791e409386a5881552bd53ca_34)] | | | [removed: [45](#id35963ddccc041b2ab203b7e536286e2_31)] [added: [46](#idd77e622791e409386a5881552bd53ca_34)] | | |
| 4 | | | | | | [Mine Safety [removed: Disclosures](#id35963ddccc041b2ab203b7e536286e2_34)] [added: Disclosures](#idd77e622791e409386a5881552bd53ca_37)] | | | [removed: [45](#id35963ddccc041b2ab203b7e536286e2_34)] [added: [46](#idd77e622791e409386a5881552bd53ca_37)] | | |
| 5 | | | | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id35963ddccc041b2ab203b7e536286e2_40)] [added: Securities](#idd77e622791e409386a5881552bd53ca_43)] | | | [removed: [46](#id35963ddccc041b2ab203b7e536286e2_40)] [added: [47](#idd77e622791e409386a5881552bd53ca_43)] | | |
| 7 | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id35963ddccc041b2ab203b7e536286e2_49)] [added: Operations](#idd77e622791e409386a5881552bd53ca_52)] | | | [removed: [47](#id35963ddccc041b2ab203b7e536286e2_49)] [added: [49](#idd77e622791e409386a5881552bd53ca_52)] | | |
| 7A | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id35963ddccc041b2ab203b7e536286e2_196)] [added: Risk](#idd77e622791e409386a5881552bd53ca_199)] | | | [removed: [95](#id35963ddccc041b2ab203b7e536286e2_196)] [added: [98](#idd77e622791e409386a5881552bd53ca_199)] | | |
| 8 | | | | | | [Financial Statements and Supplementary [removed: Data](#id35963ddccc041b2ab203b7e536286e2_199)] [added: Data](#idd77e622791e409386a5881552bd53ca_202)] | | | [removed: [96](#id35963ddccc041b2ab203b7e536286e2_199)] [added: [99](#idd77e622791e409386a5881552bd53ca_202)] | | |
| | | | | | | [Management’s Annual Report on Internal Control over Financial [removed: Reporting](#id35963ddccc041b2ab203b7e536286e2_202)] [added: Reporting](#idd77e622791e409386a5881552bd53ca_205)] | | | [removed: [97](#id35963ddccc041b2ab203b7e536286e2_202)] [added: [100](#idd77e622791e409386a5881552bd53ca_205)] | | |
| | | | | | | [Reports of Independent Registered Public Accounting [removed: Firm](#id35963ddccc041b2ab203b7e536286e2_205)] [added: Firm](#idd77e622791e409386a5881552bd53ca_208)] | | | [removed: [98](#id35963ddccc041b2ab203b7e536286e2_205)] [added: [101](#idd77e622791e409386a5881552bd53ca_208)] | | |
| | | | | | | [Consolidated Financial Statements and Related [removed: Notes](#id35963ddccc041b2ab203b7e536286e2_211)] [added: Notes](#idd77e622791e409386a5881552bd53ca_214)] | | | [removed: [102](#id35963ddccc041b2ab203b7e536286e2_211)] [added: [105](#idd77e622791e409386a5881552bd53ca_214)] | | |
| | | | | | | [Consolidated Statements of [removed: Comprehensive Income](#id35963ddccc041b2ab203b7e536286e2_220)] [added: Income](#idd77e622791e409386a5881552bd53ca_220)] | | | [removed: [104](#id35963ddccc041b2ab203b7e536286e2_220)] [added: [106](#idd77e622791e409386a5881552bd53ca_220)] | | |
| | | | | | | [Consolidated Statements of Changes in [removed: Equity](#id35963ddccc041b2ab203b7e536286e2_223)] [added: Equity](#idd77e622791e409386a5881552bd53ca_226)] | | | [removed: [105](#id35963ddccc041b2ab203b7e536286e2_223)] [added: [108](#idd77e622791e409386a5881552bd53ca_226)] | | |
| | | | | | | [Consolidated Statements of Cash [removed: Flows](#id35963ddccc041b2ab203b7e536286e2_226)] [added: Flows](#idd77e622791e409386a5881552bd53ca_229)] | | | [removed: [106](#id35963ddccc041b2ab203b7e536286e2_226)] [added: [109](#idd77e622791e409386a5881552bd53ca_229)] | | |
| | | | | | | [Notes to Consolidated Financial [removed: Statements](#id35963ddccc041b2ab203b7e536286e2_229)] [added: Statements](#idd77e622791e409386a5881552bd53ca_232)] | | | [removed: [107](#id35963ddccc041b2ab203b7e536286e2_232)] [added: [110](#idd77e622791e409386a5881552bd53ca_235)] | | |
| 9 | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id35963ddccc041b2ab203b7e536286e2_316)] [added: Disclosure](#idd77e622791e409386a5881552bd53ca_319)] | | | [removed: [181](#id35963ddccc041b2ab203b7e536286e2_316)] [added: [183](#idd77e622791e409386a5881552bd53ca_319)] | | |
| 9C | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id35963ddccc041b2ab203b7e536286e2_325)] [added: Inspections](#idd77e622791e409386a5881552bd53ca_328)] | | | [removed: [181](#id35963ddccc041b2ab203b7e536286e2_325)] [added: [183](#idd77e622791e409386a5881552bd53ca_328)] | | |
| 10 | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#id35963ddccc041b2ab203b7e536286e2_331)] [added: Governance](#idd77e622791e409386a5881552bd53ca_334)] | | | [removed: [181](#id35963ddccc041b2ab203b7e536286e2_331)] [added: [183](#idd77e622791e409386a5881552bd53ca_334)] | | |
| 12 | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id35963ddccc041b2ab203b7e536286e2_337)] [added: Matters](#idd77e622791e409386a5881552bd53ca_340)] | | | [removed: [182](#id35963ddccc041b2ab203b7e536286e2_337)] [added: [184](#idd77e622791e409386a5881552bd53ca_340)] | | |
| 13 | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id35963ddccc041b2ab203b7e536286e2_340)] [added: Independence](#idd77e622791e409386a5881552bd53ca_343)] | | | [removed: [182](#id35963ddccc041b2ab203b7e536286e2_340)] [added: [184](#idd77e622791e409386a5881552bd53ca_343)] | | |
| 14 | | | | | | [Principal Accountant Fees and [removed: Services](#id35963ddccc041b2ab203b7e536286e2_343)] [added: Services](#idd77e622791e409386a5881552bd53ca_346)] | | | [removed: [182](#id35963ddccc041b2ab203b7e536286e2_343)] [added: [184](#idd77e622791e409386a5881552bd53ca_346)] | | |
| 15 | | | | | | [Exhibits and Financial Statement [removed: Schedules](#id35963ddccc041b2ab203b7e536286e2_349)] [added: Schedules](#idd77e622791e409386a5881552bd53ca_352)] | | | [removed: [182](#id35963ddccc041b2ab203b7e536286e2_349)] [added: [184](#idd77e622791e409386a5881552bd53ca_352)] | | |
| | | | | | | [(a) (1) Financial Statements — See listing in Item 8 [removed: above](#id35963ddccc041b2ab203b7e536286e2_352)] [added: above](#idd77e622791e409386a5881552bd53ca_355)] | | | [removed: [182](#id35963ddccc041b2ab203b7e536286e2_352)] [added: [184](#idd77e622791e409386a5881552bd53ca_355)] | | |
| | | | | | | [(a) (2) Financial Statement Schedules — None [removed: required](#id35963ddccc041b2ab203b7e536286e2_355)] [added: required](#idd77e622791e409386a5881552bd53ca_358)] | | | [removed: [183](#id35963ddccc041b2ab203b7e536286e2_355)] [added: [185](#idd77e622791e409386a5881552bd53ca_358)] | | |
December 31, 2024
- an ineffective risk management framework;
- our exposure to a wide range of climate-related physical risks across different geographical areas;
- the potential impact of Scotiabank’s significant equity interest in our business;
- inaccurate assumptions or estimates underlying our consolidated financial statements;
- impairment of goodwill.
| 1 | | | | | | [Business](#idd77e622791e409386a5881552bd53ca_19) | | | [6](#idd77e622791e409386a5881552bd53ca_19) | | |
| 1C | | | | | | [Cybersecurity](#idd77e622791e409386a5881552bd53ca_28) | | | [43](#idd77e622791e409386a5881552bd53ca_28) | | |
| 2 | | | | | | [Properties](#idd77e622791e409386a5881552bd53ca_31) | | | [46](#idd77e622791e409386a5881552bd53ca_31) | | |
| 6 | | | | | | [RESERVED](#idd77e622791e409386a5881552bd53ca_46) | | | [48](#idd77e622791e409386a5881552bd53ca_46) | | |
| | | | | | | [Consolidated Balance Sheets](#idd77e622791e409386a5881552bd53ca_217) | | | [105](#idd77e622791e409386a5881552bd53ca_217) | | |
| | | | | | | [Consolidated Statements of Comprehensive Income](#idd77e622791e409386a5881552bd53ca_223) | | | [107](#idd77e622791e409386a5881552bd53ca_223) | | |
| 9A | | | | | | [Controls and Procedures](#idd77e622791e409386a5881552bd53ca_322) | | | [183](#idd77e622791e409386a5881552bd53ca_322) | | |
| 9B | | | | | | [Other Information](#idd77e622791e409386a5881552bd53ca_325) | | | [183](#idd77e622791e409386a5881552bd53ca_325) | | |
| 11 | | | | | | [Executive Compensation](#idd77e622791e409386a5881552bd53ca_337) | | | [184](#idd77e622791e409386a5881552bd53ca_337) | | |
| | | | | | | [(a) (3) Exhibits](#idd77e622791e409386a5881552bd53ca_361) | | | [186](#idd77e622791e409386a5881552bd53ca_361) | | |
| 16 | | | | | | [Form 10-K Summary](#idd77e622791e409386a5881552bd53ca_364) | | | [189](#idd77e622791e409386a5881552bd53ca_364) | | |
| | | | | | | [Signatures](#idd77e622791e409386a5881552bd53ca_367) | | | [190](#idd77e622791e409386a5881552bd53ca_367) | | |
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
December 31, 2023
- the occurrence of natural disasters, which may be exacerbated by climate change;
- societal responses to climate change;
- increased operational risks resulting from remote work;
- impairment of goodwill;
| 1 | | | | | | [Business](#id35963ddccc041b2ab203b7e536286e2_19) | | | [6](#id35963ddccc041b2ab203b7e536286e2_19) | | |
| 1C | | | | | | [Cybersecurity](#id35963ddccc041b2ab203b7e536286e2_2936) | | | [42](#id35963ddccc041b2ab203b7e536286e2_2936) | | |
| 2 | | | | | | [Properties](#id35963ddccc041b2ab203b7e536286e2_28) | | | [45](#id35963ddccc041b2ab203b7e536286e2_28) | | |
| 6 | | | | | | [RESERVED](#id35963ddccc041b2ab203b7e536286e2_43) | | | [47](#id35963ddccc041b2ab203b7e536286e2_43) | | |
| | | | | | | [Consolidated Balance Sheets](#id35963ddccc041b2ab203b7e536286e2_214) | | | [102](#id35963ddccc041b2ab203b7e536286e2_214) | | |
| | | | | | | [Consolidated Statements of Income](#id35963ddccc041b2ab203b7e536286e2_217) | | | [103](#id35963ddccc041b2ab203b7e536286e2_217) | | |
| 9A | | | | | | [Controls and Procedures](#id35963ddccc041b2ab203b7e536286e2_319) | | | [181](#id35963ddccc041b2ab203b7e536286e2_319) | | |
| 9B | | | | | | [Other Information](#id35963ddccc041b2ab203b7e536286e2_322) | | | [181](#id35963ddccc041b2ab203b7e536286e2_322) | | |
| 11 | | | | | | [Executive Compensation](#id35963ddccc041b2ab203b7e536286e2_334) | | | [182](#id35963ddccc041b2ab203b7e536286e2_334) | | |
| | | | | | | [(a) (3) Exhibits](#id35963ddccc041b2ab203b7e536286e2_358) | | | [184](#id35963ddccc041b2ab203b7e536286e2_358) | | |
| 16 | | | | | | [Form 10-K Summary](#id35963ddccc041b2ab203b7e536286e2_361) | | | [186](#id35963ddccc041b2ab203b7e536286e2_361) | | |
| | | | | | | [Signatures](#id35963ddccc041b2ab203b7e536286e2_364) | | | [187](#id35963ddccc041b2ab203b7e536286e2_364) | | |
Item 1C. CYBERSECURITY
9 rewritten, 3 added, 6 removed, 123 unchanged
and sophistication of cybersecurity threats and geopolitical events, as well as due to the expanding use of Internet and mobile banking and other technology-based products and services utilized by us and our [removed: clients.][added: clients, including products and services that utilize the cloud and artificial intelligence (AI), among other emerging technologies.]
- Third Line of Defense – Risk Review [removed: Group.][added: Group (RRG).]
[removed: RRG conducts independent internal] audits on Key’s LOBs, operations, information systems, and technologies.
These internal audits provide an independent [added: perspective on Key’s processes and risks.]
Our CISO has served in various roles in information technology and information security at Key for over [removed: 29] [added: 30] years, including serving as Enterprise Security Executive.
The CISO provides updates to the Audit Committee on cybersecurity matters at each regularly scheduled Committee meeting (six times in [removed: 2023).][added: 2024).]
& Access Management Operations, Information Security [removed: Governance,] [added: Governance] and [added: Data Protection, and] Security [removed: Architecture] [added: Architecture, Engineering] and [removed: Engineering.][added: Platform Operations.]
The Deputy CISO has over [removed: 16] [added: 17] years of cybersecurity and technology risk management experience across financial [added: services and retail, previously served as the Head of Information Security Governance within KeyCorp’s Corporate Information Security group, as well as the Head of Cybersecurity and Technology Risk Oversight within KeyCorp’s Risk Management group.]
He holds a bachelor’s degree in Finance and Management Information Systems and an [added: MBA.]
RRG conducts independent internal
In addition, our management team from time to time participates in cybersecurity tabletop exercises that simulate cybersecurity incidents.
These exercises are intended to test our response to potential incidents and assess the procedures outlined in our incident response playbooks.
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
perspective on Key’s processes and risks.
services and retail, previously served as the Head of Information Security Governance within KeyCorp’s Corporate
Information Security group, as well as the Head of Cybersecurity and Technology Risk Oversight within KeyCorp’s
Risk Management group.
MBA.
Item 2. PROPERTIES
3 rewritten, 0 added, 0 removed, 3 unchanged
At December 31, [removed: 2023,] [added: 2024,] Key leased approximately 375,414 square feet of the complex, encompassing the first floor branch, the 2nd, 3rd and 5th through 9th office floors, the 12th floor, 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 584,930 square feet at December 31, [removed: 2023.][added: 2024.]
As of the same date, KeyBank owned [removed: 415] [added: 410] branches and leased [removed: 544] [added: 534] branches.
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 0 added, 1 removed, 2 unchanged
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
7 rewritten, 9 added, 9 removed, 16 unchanged
| Discussion of dividends in the section captioned “Capital — Dividends” | | | [removed: 68] [added: [73](#idd77e622791e409386a5881552bd53ca_112)] | | |
| Discussion of our common shares, shareholder information, and repurchase activities in the section captioned “Capital — Common Shares outstanding” | | | [removed: 68] [added: [73](#idd77e622791e409386a5881552bd53ca_112)] | | |
The following graph compares the price performance of our Common Shares (based on an initial investment of $100 on December 31, [removed: 2018,] [added: 2019,] 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: ![stock performance] [added: ![2024 Total Returns] graph [removed: - 2023.jpg](https://www.sec.gov/Archives/edgar/data/91576/000009157624000040/key-20231231_g3.jpg)][added: .jpg](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-20241231_g3.jpg)]
During [removed: the fourth quarter of 2023,] [added: 2024,] Key repurchased [removed: less than $1] [added: $28] million of shares related to equity compensation programs.
The following table summarizes our repurchases of our Common Shares for the three months ended December 31, [removed: 2023.][added: 2024.]
We did not complete any open market share repurchases in the fourth quarter of [removed: 2023.][added: 2024.]
We did not complete any open market share repurchases in 2024, and have no Board-approved repurchase authorizations outstanding.
On August 30, 2024, KeyCorp issued 47,829,359 Common Shares for approximately $821 million in gross proceeds to Scotiabank pursuant to the first closing under the Investment Agreement.
On December 27, 2024, Scotiabank completed the second and final purchase of 115,042,316 Common Shares under the Investment Agreement with an investment of approximately $2.0 billion in gross proceeds.
These acquisitions were exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), by virtue of the exemption provided by Section 4(a)(s) of the Securities Act.
See Note 24 (“Shareholders' Equity”) for more information regarding share repurchases.
| October 1 - 31 | | | 236 | | | $ | 17.21 | | — | | | $ | — | | | | |
| November 1 - 30 | | | 103,712 | | | 19.49 | | | — | | | — | | | | | |
| December 1 -30 | | | 262 | | | 18.84 | | | — | | | — | | | | | |
| Total | | | 104,210 | | | $ | 19.48 | | — | | | | | | | | |
In July 2021, the Board of Directors authorized the repurchase of up to $1.5 billion of our Common Shares, effective the third quarter of 2021 through the third quarter of 2022.
In September 2022, the Board of Directors approved the extension of the previous authorization through the third quarter of 2023.
This authorization expired as of September 30, 2023.
| October 1 - 31 | | | — | | | $ | — | | — | | | $ | — | | | | |
| November 1 - 30 | | | — | | | — | | | — | | | — | | | | | |
| December 1 -31 | | | 1,744 | | | 13.73 | | | — | | | — | | | | | |
| Total | | | 1,744 | | | $ | 13.73 | | — | | | | | | | | |
(b)Our previous share purchase authorization expired as of September 30, 2023
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1,215 rewritten, 416 added, 360 removed, 2,017 unchanged
| [Management’s Annual Report on Internal Control over Financial [removed: Reporting](#id35963ddccc041b2ab203b7e536286e2_202)] [added: Reporting](#idd77e622791e409386a5881552bd53ca_205)] | | | [removed: [97](#id35963ddccc041b2ab203b7e536286e2_202)] [added: [100](#idd77e622791e409386a5881552bd53ca_205)] | | |
| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#id35963ddccc041b2ab203b7e536286e2_205)] [added: Reporting](#idd77e622791e409386a5881552bd53ca_208)] | | | [removed: [98](#id35963ddccc041b2ab203b7e536286e2_205)] [added: [101](#idd77e622791e409386a5881552bd53ca_208)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#id35963ddccc041b2ab203b7e536286e2_208)] [added: Firm](#idd77e622791e409386a5881552bd53ca_211)] (PCAOB ID: 42) | | | [removed: [99](#id35963ddccc041b2ab203b7e536286e2_208)] [added: [102](#idd77e622791e409386a5881552bd53ca_211)] | | |
| [Consolidated Statements of [removed: Comprehensive Income](#id35963ddccc041b2ab203b7e536286e2_220)] [added: Income](#idd77e622791e409386a5881552bd53ca_220)] | | | [removed: [104](#id35963ddccc041b2ab203b7e536286e2_220)] [added: [106](#idd77e622791e409386a5881552bd53ca_220)] | | |
| [Consolidated Statements of Changes in [removed: Equity](#id35963ddccc041b2ab203b7e536286e2_223)] [added: Equity](#idd77e622791e409386a5881552bd53ca_226)] | | | [removed: [105](#id35963ddccc041b2ab203b7e536286e2_223)] [added: [108](#idd77e622791e409386a5881552bd53ca_226)] | | |
| [Consolidated Statements of Cash [removed: Flows](#id35963ddccc041b2ab203b7e536286e2_226)] [added: Flows](#idd77e622791e409386a5881552bd53ca_229)] | | | [removed: [106](#id35963ddccc041b2ab203b7e536286e2_226)] [added: [109](#idd77e622791e409386a5881552bd53ca_229)] | | |
| [Notes to Consolidated Financial [removed: Statements](#id35963ddccc041b2ab203b7e536286e2_229)] [added: Statements](#idd77e622791e409386a5881552bd53ca_232)] | | | [removed: [107](#id35963ddccc041b2ab203b7e536286e2_232)] [added: [110](#idd77e622791e409386a5881552bd53ca_235)] | | |
| [Note 1. Summary of Significant Accounting [removed: Policies](#id35963ddccc041b2ab203b7e536286e2_232)] [added: Policies](#idd77e622791e409386a5881552bd53ca_235)] | | | [removed: [107](#id35963ddccc041b2ab203b7e536286e2_232)] [added: [110](#idd77e622791e409386a5881552bd53ca_235)] | | |
| [Note 2. Earnings Per Common [removed: Share](#id35963ddccc041b2ab203b7e536286e2_235)] [added: Share](#idd77e622791e409386a5881552bd53ca_238)] | | | [removed: [119](#id35963ddccc041b2ab203b7e536286e2_235)] [added: [122](#idd77e622791e409386a5881552bd53ca_238)] | | |
| [Note 3. Restrictions on Cash, Dividends and Lending [removed: Activities](#id35963ddccc041b2ab203b7e536286e2_238)] [added: Activities](#idd77e622791e409386a5881552bd53ca_241)] | | | [removed: [119](#id35963ddccc041b2ab203b7e536286e2_238)] [added: [122](#idd77e622791e409386a5881552bd53ca_241)] | | |
| [Note 6. Fair Value [removed: Measurements](#id35963ddccc041b2ab203b7e536286e2_247)] [added: Measurements](#idd77e622791e409386a5881552bd53ca_250)] | | | [removed: [130](#id35963ddccc041b2ab203b7e536286e2_247)] [added: [133](#idd77e622791e409386a5881552bd53ca_250)] | | |
| [Note 8. Derivatives and Hedging [removed: Activities](#id35963ddccc041b2ab203b7e536286e2_253)] [added: Activities](#idd77e622791e409386a5881552bd53ca_256)] | | | [removed: [142](#id35963ddccc041b2ab203b7e536286e2_253)] [added: [144](#idd77e622791e409386a5881552bd53ca_256)] | | |
| [Note 9. Mortgage Servicing [removed: Assets](#id35963ddccc041b2ab203b7e536286e2_256)] [added: Assets](#idd77e622791e409386a5881552bd53ca_259)] | | | [removed: [148](#id35963ddccc041b2ab203b7e536286e2_256)] [added: [150](#idd77e622791e409386a5881552bd53ca_259)] | | |
| [Note 11. Premises and [removed: Equipment](#id35963ddccc041b2ab203b7e536286e2_262)] [added: Equipment](#idd77e622791e409386a5881552bd53ca_265)] | | | [removed: [153](#id35963ddccc041b2ab203b7e536286e2_262)] [added: [154](#idd77e622791e409386a5881552bd53ca_265)] | | |
| [Note 12. Goodwill and Other Intangible [removed: Assets](#id35963ddccc041b2ab203b7e536286e2_265)] [added: Assets](#idd77e622791e409386a5881552bd53ca_268)] | | | [removed: [153](#id35963ddccc041b2ab203b7e536286e2_265)] [added: [155](#idd77e622791e409386a5881552bd53ca_268)] | | |
| [Note 13. Variable Interest [removed: Entities](#id35963ddccc041b2ab203b7e536286e2_268)] [added: Entities](#idd77e622791e409386a5881552bd53ca_271)] | | | [removed: [154](#id35963ddccc041b2ab203b7e536286e2_268)] [added: [156](#idd77e622791e409386a5881552bd53ca_271)] | | |
| [Note 14. Income [removed: Taxes](#id35963ddccc041b2ab203b7e536286e2_271)] [added: Taxes](#idd77e622791e409386a5881552bd53ca_274)] | | | [removed: [157](#id35963ddccc041b2ab203b7e536286e2_271)] [added: [158](#idd77e622791e409386a5881552bd53ca_274)] | | |
| [Note 16. Securities Financing [removed: Activities](#id35963ddccc041b2ab203b7e536286e2_277)] [added: Activities](#idd77e622791e409386a5881552bd53ca_280)] | | | [removed: [159](#id35963ddccc041b2ab203b7e536286e2_277)] [added: [161](#idd77e622791e409386a5881552bd53ca_280)] | | |
| [Note 17. Stock-Based [removed: Compensation](#id35963ddccc041b2ab203b7e536286e2_280)] [added: Compensation](#idd77e622791e409386a5881552bd53ca_283)] | | | [removed: [160](#id35963ddccc041b2ab203b7e536286e2_280)] [added: [161](#idd77e622791e409386a5881552bd53ca_283)] | | |
| [Note 18. Employee [removed: Benefits](#id35963ddccc041b2ab203b7e536286e2_283)] [added: Benefits](#idd77e622791e409386a5881552bd53ca_286)] | | | [removed: [162](#id35963ddccc041b2ab203b7e536286e2_283)] [added: [164](#idd77e622791e409386a5881552bd53ca_286)] | | |
| [Note 19. Short-Term [removed: Borrowings](#id35963ddccc041b2ab203b7e536286e2_286)] [added: Borrowings](#idd77e622791e409386a5881552bd53ca_289)] | | | [removed: [168](#id35963ddccc041b2ab203b7e536286e2_286)] [added: [169](#idd77e622791e409386a5881552bd53ca_289)] | | |
| [Note 20. Long-Term [removed: Debt](#id35963ddccc041b2ab203b7e536286e2_289)] [added: Debt](#idd77e622791e409386a5881552bd53ca_292)] | | | [removed: [169](#id35963ddccc041b2ab203b7e536286e2_289)] [added: [170](#idd77e622791e409386a5881552bd53ca_292)] | | |
| [Note 21. Trust Preferred Securities Issued by Unconsolidated [removed: Subsidiaries](#id35963ddccc041b2ab203b7e536286e2_292)] [added: Subsidiaries](#idd77e622791e409386a5881552bd53ca_295)] | | | [removed: [170](#id35963ddccc041b2ab203b7e536286e2_292)] [added: [171](#idd77e622791e409386a5881552bd53ca_295)] | | |
| [Note 22. Commitments, Contingent Liabilities, and [removed: Guarantees](#id35963ddccc041b2ab203b7e536286e2_295)] [added: Guarantees](#idd77e622791e409386a5881552bd53ca_298)] | | | [removed: [171](#id35963ddccc041b2ab203b7e536286e2_295)] [added: [172](#idd77e622791e409386a5881552bd53ca_298)] | | |
| [Note 23. Accumulated Other Comprehensive [removed: Income](#id35963ddccc041b2ab203b7e536286e2_298)] [added: Income](#idd77e622791e409386a5881552bd53ca_301)] | | | [removed: [174](#id35963ddccc041b2ab203b7e536286e2_298)] [added: [174](#idd77e622791e409386a5881552bd53ca_301)] | | |
| [Note 24. Shareholders’ [removed: Equity](#id35963ddccc041b2ab203b7e536286e2_301)] [added: Equity](#idd77e622791e409386a5881552bd53ca_304)] | | | [removed: [175](#id35963ddccc041b2ab203b7e536286e2_301)] [added: [175](#idd77e622791e409386a5881552bd53ca_304)] | | |
| [Note 25. Business Segment [removed: Reporting](#id35963ddccc041b2ab203b7e536286e2_307)] [added: Reporting](#idd77e622791e409386a5881552bd53ca_310)] | | | [removed: [177](#id35963ddccc041b2ab203b7e536286e2_307)] [added: [178](#idd77e622791e409386a5881552bd53ca_310)] | | |
| [Note 26. Condensed Financial Information of the Parent [removed: Company](#id35963ddccc041b2ab203b7e536286e2_310)] [added: Company](#idd77e622791e409386a5881552bd53ca_313)] | | | [removed: [179](#id35963ddccc041b2ab203b7e536286e2_310)] [added: [180](#idd77e622791e409386a5881552bd53ca_313)] | | |
| [Note 27. Revenue from Contracts with [removed: Customers](#id35963ddccc041b2ab203b7e536286e2_313)] [added: Customers](#idd77e622791e409386a5881552bd53ca_316)] | | | [removed: [180](#id35963ddccc041b2ab203b7e536286e2_313)] [added: [182](#idd77e622791e409386a5881552bd53ca_316)] | | |
This corporate-wide system of controls includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of [removed: the Corporation;] [added: KeyCorp;] (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles, and that receipts and expenditures of [removed: the Corporation] [added: KeyCorp] are made only in accordance with authorizations of management and directors of [removed: the Corporation;] [added: KeyCorp;] and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of [removed: the Corporation’s] [added: KeyCorp’s] assets that could have a material effect on the consolidated financial statements.
During [removed: 2023,] [added: 2024,] 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.
Also, [removed: the Corporation] [added: KeyCorp] maintains a Disclosure Review Committee.
This committee’s purpose is to design and maintain disclosure controls and procedures to ensure that material information relating to the financial and operating condition of [removed: the Corporation] [added: KeyCorp] is properly reported to its Chief Executive Officer, Chief Financial Officer, General Auditor, and the Audit Committee of the Board of Directors in connection with the preparation and filing of periodic reports and the certification of those reports by the Chief Executive Officer and the Chief Financial Officer.
Management assessed, with participation of the [removed: Corporation’s] [added: KeyCorp’s] Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control and procedures over financial reporting using criteria described in “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Based on that assessment, we believe we maintained an effective system of internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]
[removed: The Corporation's] [added: KeyCorp's] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their accompanying report dated February [removed: 22, 2024.][added: 21, 2025.]
[removed: ] [added: ] ][added: signature.jpg](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-20241231_g46.jpg)]
We have audited KeyCorp’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 22, 2024] [added: 21, 2025] expressed an unqualified opinion thereon.
| [Consolidated Balance Sheets](#idd77e622791e409386a5881552bd53ca_217) | | | [105](#idd77e622791e409386a5881552bd53ca_217) | | |
| [Consolidated Statements of Comprehensive Income](#idd77e622791e409386a5881552bd53ca_223) | | | [107](#idd77e622791e409386a5881552bd53ca_223) | | |
| [Note 4. Loan Portfolio](#idd77e622791e409386a5881552bd53ca_244) | | | [123](#idd77e622791e409386a5881552bd53ca_244) | | |
| [Note 5. Asset Quality](#idd77e622791e409386a5881552bd53ca_247) | | | [124](#idd77e622791e409386a5881552bd53ca_247) | | |
| [Note 7. Securities](#idd77e622791e409386a5881552bd53ca_253) | | | [142](#idd77e622791e409386a5881552bd53ca_253) | | |
| [Note 10. Leases](#idd77e622791e409386a5881552bd53ca_262) | | | [152](#idd77e622791e409386a5881552bd53ca_262) | | |
| [Note 15. Discontinued Operations](#idd77e622791e409386a5881552bd53ca_277) | | | [160](#idd77e622791e409386a5881552bd53ca_277) | | |
| February 21, 2025 | | |
| Net securities gains (losses) | | | (1,856) | | | (11) | | | 9 | | |
(b)For periods ended in a loss from continuing operations attributable to Key common shareholders, anti-dilutive instruments have been excluded from the calculation of diluted earnings per share.
| Series H Preferred Stock ($1.55 per depositary share) | | | | | | | | | | | | | | | | | | (37) | | | | | | | | | | | | (37) | | |
| Common Shares reissued under Scotiabank investment agreement, net of issuance costs | | | | | | 162,871 | | | | | | | | | (198) | | | | | | 2,969 | | | | | | | | | 2,771 | | |
| BALANCE AT DECEMBER 31, 2024 | | | 1,996 | | | 1,106,786 | | | $ | 2,500 | | $ | 1,257 | | $ | 6,038 | | $ | 14,584 | | $ | (2,733) | | $ | (3,470) | | | | | $ | 18,176 | |
| Net change in: | | | | | | | | | | | |
| Accrued income and other assets | | | (270) | | | 554 | | | (1,044) | | |
| Accrued expense and other liabilities | | | (72) | | | 450 | | | 1,409 | | |
| Net decrease (increase) in other investments | | | 202 | | | 58 | | | (635) | | |
| Net proceeds from Scotiabank investment | | | 2,771 | | | — | | | — | | |
Some previously reported amounts have been reclassified in the Consolidated Statements of Cash Flows from “other operating activities, net” to either the net change in “accrued income and other assets” or “accrued expense and other liabilities” to align with updated presentation.
Some previously reported amounts have been reclassified in the Consolidated Statements of Income from “other income” to “net securities gains (losses)”.
Modifications granted to borrowers
| ASU 2023-07 Segment Reporting (Topic 280) | | | January 1, 2024 | | | This guidance requires certain segment disclosures in annual and interim periods. It also clarifies that companies may report on additional measures if the chief operating decision maker uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The guidance should be applied on a retrospective basis. | | | This guidance did not have a material impact on Key’s financial condition or results of operations. Key updated its segment disclosures in Note. 25, Business Segment Reporting, to reflect this new guidance. | | |
| ASU 2023-09 Income Taxes (Topic 740) | | | Annual periods beginning January 1, 2025 Early adoption is permitted. | | | This guidance requires certain tax disclosures related to rate reconciliation and income taxes paid. The guidance should be applied on a prospective or retrospective basis. | | | The guidance is not expected to have a material impact on Key’s disclosures. | | |
| *Dollars in millions, except per share amounts* | | | 2024 | | | 2023 | | | 2022 | | |
| Weighted-average Common Shares outstanding (000) | | | 949,561 | | | 927,217 | | | 924,363 | | |
| Effect of common share options and other stock awards(a) | | | — | | | 5,542 | | | 8,696 | | |
| Income (loss) from continuing operations attributable to Key common shareholders | | | $ | (.32) | | $ | .88 | | $ | 1.94 | |
| Income (loss) from discontinued operations, net of taxes | | | — | | | — | | | .01 | | |
| Net income (loss) attributable to Key common shareholders (c) | | | (.32) | | | .89 | | | 1.94 | | |
(a)For periods ended in a loss from continuing operations attributable to Key common shareholders, anti-dilutive instruments have been excluded from the calculation of diluted earnings per share.
(c)EPS may not foot due to rounding.
| *Dollars in millions* | | | 2024 | | | 2023 | | |
| Commercial and Industrial | | | | | | | | | $ | 556 | | $ | 388 | | | | | $ | (363) | | $ | 58 | | $ | 639 | | | | | | | |
| Other consumer loans | | | | | | | | | 122 | | | 70 | | | | | | (64) | | | 8 | | | 136 | | | | | | | | |
| Total ALLL — continuing operations | | | | | | | | | 1,508 | | | 341 | | | (a) | | | (526) | | | 86 | | | 1,409 | | | | | | | | |
| Total ALLL — including discontinued operations | | | | | | | | | $ | 1,524 | | $ | 341 | | | | | $ | (530) | | $ | 87 | | $ | 1,422 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other consumer loans | | | 113 | | | 52 | | | | | | | | | (51) | | | 8 | | | 122 | | |
| Other consumer loans | | | 107 | | | | | | | | | 34 | | | | | | (38) | | | 10 | | | 113 | | |
As of December 31, 2024, economic uncertainty remains elevated due to geopolitical tensions and the interest rate environment, as well as the U.S. presidential administration change.
| [Consolidated Balance Sheets](#id35963ddccc041b2ab203b7e536286e2_214) | | | [102](#id35963ddccc041b2ab203b7e536286e2_214) | | |
| [Consolidated Statements of Income](#id35963ddccc041b2ab203b7e536286e2_217) | | | [103](#id35963ddccc041b2ab203b7e536286e2_217) | | |
| [Note 4. Loan Portfolio](#id35963ddccc041b2ab203b7e536286e2_241) | | | [120](#id35963ddccc041b2ab203b7e536286e2_241) | | |
| [Note 5. Asset Quality](#id35963ddccc041b2ab203b7e536286e2_244) | | | [121](#id35963ddccc041b2ab203b7e536286e2_244) | | |
| [Note 7. Securities](#id35963ddccc041b2ab203b7e536286e2_250) | | | [140](#id35963ddccc041b2ab203b7e536286e2_250) | | |
| [Note 10. Leases](#id35963ddccc041b2ab203b7e536286e2_259) | | | [150](#id35963ddccc041b2ab203b7e536286e2_259) | | |
| [Note 15. Acquisitions and Discontinued Operations](#id35963ddccc041b2ab203b7e536286e2_274) | | | [159](#id35963ddccc041b2ab203b7e536286e2_274) | | |
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
| February 22, 2024 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Less: Net income (loss) attributable to noncontrolling interests | | | — | | | — | | | — | | |
| Effect of convertible preferred stock | | | — | | | — | | | — | | |
(a)Net securities gains (losses) totaled $(11) million for the year ended December 31, 2023, $9 million for the year ended December 31, 2022, and $7 million for the year ended December 31, 2021.
| BALANCE AT DECEMBER 31, 2020 | | | 1,396 | | | 975,773 | | | $ | 1,900 | | $ | 1,257 | | $ | 6,281 | | $ | 12,751 | | $ | (4,946) | | $ | 738 | | | | | $ | 17,981 | |
| Common Share repurchases under ASR program | | | | | | (26,027) | | | | | | | | | — | | | | | | (585) | | | | | | | | | (585) | | |
| Open market Common Share repurchases | | | | | | (2,550) | | | | | | | | | | | | | | | (38) | | | | | | | | | (38) | | |
| Accretion of acquired loans | | | 20 | | | 27 | | | 24 | | |
| Proceeds from sales of other investments | | | 646 | | | 17 | | | 41 | | |
| Proceeds from prepayments and maturities of other investments | | | 11 | | | 15 | | | 26 | | |
| Open market common share repurchases | | | (38) | | | — | | | (559) | | |
| Common share purchases under ASR program | | | — | | | — | | | (585) | | |
| Securities received as consideration | | | — | | | — | | | 2,825 | | |
Some previously reported amounts related to derivative valuations and reserves have been reclassified from Other Income to Corporate Services Income to conform to current reporting practices.
Effective January 1, 2023, we adopted the provisions of ASU 2022-02, Financial Instruments —Credit Losses (Topic
326), which eliminated the accounting for troubled debt restructurings while expanding loan modification and vintage disclosure requirements.
concession.
Prior to the adoption of ASU 2022-02, a TDR occurred when a loan to a borrower experiencing financial difficulty was restricted with a concession provided that a creditor would not otherwise consider.
addition to all TDRs.
sell.
The change in the fair value of an instrument designated as a fair value hedge is recorded in earnings at the same time as a change in fair value of the hedged item attributable to the hedged risk.
Additional information regarding acquisitions is provided in Note 15 (“Acquisitions and Discontinued Operations”).
| ASU 2021-08, Business Combinations (Topic 805) | | | January 1, 2023 | | | At the acquisition date, an acquirer must account for any acquired revenue contracts in accordance with Topic 606 as if it had originated the contracts (i.e., measure contract assets and liabilities, generally consistent with acquiree's financial statements). The guidance should be applied on a prospective basis. | | | The adoption of this guidance did not have a material impact on Key’s financial condition or results of operations. | | |
| ASU 2022-01, Derivatives and Hedging (Topic 815) | | | January 1, 2023 | | | This guidance allows entities to apply the same portfolio hedging method to both prepayable and nonprepayable financial assets. It also allows multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. If a breach is anticipated, an entity is required to partially or fully dedesignate a hedged layer or layers until a breach is no longer anticipated. There are additional requirements and enhanced disclosures related to basis adjustments. The guidance should be applied on a prospective, retrospective or modified retrospective basis depending on the amendment. | | | The adoption of this guidance did not have a material impact on Key’s financial condition or results of operations. | | |
| ASU 2022-02, Financial Instruments—Credit Losses (Topic 326) | | | January 1, 2023 | | | The amendments eliminate current Troubled Debt Restructuring (TDR) guidance and instead require entities to apply the loan refinancing and restructuring guidance to determine whether a modification results in a new loan or is a continuation of an existing loan. Entities must disclose current-period gross write-offs on an amortized cost basis by credit quality indicator and class of financing receivable by year of origination. The guidance should be applied on a prospective basis except for amendments related to recognition and measurement of TDRs, where a modified retrospective transition method is optional. | | | The adoption of this guidance did not have a material impact on Key's financial condition or results of operations. Newly required disclosures are included in Note 5 (“Asset Quality”). | | |
| ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323) | | | January 1, 2023 | | | Reporting entities may elect to account for their tax equity investments, not limited to LIHTC structures, using the proportional amortization method as long as certain criteria are met. Entities must make an accounting policy election to apply the proportional amortization method on a tax credit-program-by-tax-credit-program basis. Also, LIHTC investments not accounted for using the proportional amortization method will no longer be allowed to use the delayed equity contribution guidance. Further, accounting guidance in ASC 323-740 is now only applicable to tax equity investments accounted for using the proportional amortization method. The guidance should be applied on a modified retrospective or retrospective basis. | | | The guidance did not have a material impact on Key’s financial condition or results of operations. Key adopted this guidance on a modified retrospective basis. | | |
| Consumer direct loans | | | 5,890 | | | 6,508 | | |
| Consumer direct loans | | | | | | | | | 111 | | | 53 | | | | | | (50) | | | 7 | | | 121 | | | | | | | | |
An excerpt. Shown here: 40 of 1,215 rewritten, 40 of 416 added and 40 of 360 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2024 filing and the FY2023 filing.
Item 9A. CONTROLS AND PROCEDURES
2 rewritten, 0 added, 0 removed, 4 unchanged
No changes were made to KeyCorp’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the [removed: last year] [added: quarter ended December 31, 2024,] that materially affected, or are reasonably likely to materially affect, KeyCorp’s internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting, the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, and the Report of Independent Registered Public Accounting Firm are included in Item 8 on pages [removed: [97](#id35963ddccc041b2ab203b7e536286e2_202), [98](#id35963ddccc041b2ab203b7e536286e2_205),] [added: [100](#idd77e622791e409386a5881552bd53ca_205), [101](#idd77e622791e409386a5881552bd53ca_208),] and [removed: [99](#id35963ddccc041b2ab203b7e536286e2_208),] [added: [102](#idd77e622791e409386a5881552bd53ca_211),] respectively.
Item 9B. OTHER INFORMATION
1 rewritten, 1 added, 0 removed, 16 unchanged
are defined in Item 408 of Regulation S-K of the Exchange Act) during the quarter ended December 31, [removed: 2023,][added: 2024,]
Insider trading arrangements
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
4 rewritten, 1 added, 1 removed, 5 unchanged
The names of our executive officers, and biographical information for each, [removed: is] [added: are] set forth in Item 1.
The other information required by this item will be set forth in the following sections of KeyCorp’s Definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be held [added: on] May [removed: 9, 2024] [added: 15, 2025] (the [removed: “2024] [added: “2025] Proxy Statement”), and these sections are incorporated herein by reference:
- “Additional Information — Other Proposals and Director Nominations for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders”
KeyCorp expects to file the [removed: 2024] [added: 2025] Proxy Statement with the SEC on or about March [removed: 22, 2024.][added: 28, 2025.]
- “Insider Trading Policies and Procedures”
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 4 unchanged
The information required by this item will be set forth in the following sections of the [removed: 2024] [added: 2025] Proxy Statement and these sections are incorporated herein by reference:
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item will be set forth in the section captioned “Ownership of KeyCorp Equity Securities” contained in the [removed: 2024] [added: 2025] Proxy Statement, and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this item will be set forth in the following sections of the [removed: 2024] [added: 2025] Proxy Statement and these sections are incorporated herein by reference:
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
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: 2024] [added: 2025] Proxy Statement, and is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
76 rewritten, 8 added, 5 removed, 27 unchanged
| [Report of Independent Registered Public Accounting Firm (PCAOB ID: [removed: 42)](#id35963ddccc041b2ab203b7e536286e2_208)] [added: 42)](#idd77e622791e409386a5881552bd53ca_211)] | | | [removed: [99](#id35963ddccc041b2ab203b7e536286e2_208)] [added: [102](#idd77e622791e409386a5881552bd53ca_211)] | | |
| [Consolidated Balance Sheets at December 31, [removed: 2023,] [added: 2024,] and [removed: 2022](#id35963ddccc041b2ab203b7e536286e2_214)] [added: 2023](#idd77e622791e409386a5881552bd53ca_217)] | | | [removed: [102](#id35963ddccc041b2ab203b7e536286e2_214)] [added: [105](#idd77e622791e409386a5881552bd53ca_217)] | | |
| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2023, 202](#id35963ddccc041b2ab203b7e536286e2_217)[2] [added: 2024, 2023] and [removed: 2021](#id35963ddccc041b2ab203b7e536286e2_217)] [added: 2022](#idd77e622791e409386a5881552bd53ca_220)] | | | [removed: [103](#id35963ddccc041b2ab203b7e536286e2_217)] [added: [106](#idd77e622791e409386a5881552bd53ca_220)] | | |
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#id35963ddccc041b2ab203b7e536286e2_220)] [added: 2022](#idd77e622791e409386a5881552bd53ca_223)] | | | [removed: [104](#id35963ddccc041b2ab203b7e536286e2_220)] [added: [107](#idd77e622791e409386a5881552bd53ca_223)] | | |
| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#id35963ddccc041b2ab203b7e536286e2_223)] [added: 2022](#idd77e622791e409386a5881552bd53ca_226)] | | | [removed: [105](#id35963ddccc041b2ab203b7e536286e2_223)] [added: [108](#idd77e622791e409386a5881552bd53ca_226)] | | |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#id35963ddccc041b2ab203b7e536286e2_226)] [added: 2022](#idd77e622791e409386a5881552bd53ca_229)] | | | [removed: [106](#id35963ddccc041b2ab203b7e536286e2_226)] [added: [109](#idd77e622791e409386a5881552bd53ca_229)] | | |
| [Notes to Consolidated Financial [removed: Statements](#id35963ddccc041b2ab203b7e536286e2_229)] [added: Statements](#idd77e622791e409386a5881552bd53ca_232)] | | | [removed: [107](#id35963ddccc041b2ab203b7e536286e2_232)] [added: [110](#idd77e622791e409386a5881552bd53ca_235)] | | |
| 3.1 | | | | | | [Third Amended and Restated Articles of Incorporation of KeyCorp, effective May 23, 2019, filed as Exhibit 3.2 to Form 8-K on May 24, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519157021/d736948dex32.htm)] [added: 2019.*](https://www.sec.gov/Archives/edgar/data/91576/000119312519157021/d736948dex32.htm)] | | |
| 3.3 | | | | | | [Fourth Amended and Restated Regulations of KeyCorp, effective September 21, [removed: 2023, filed as Exhibit 3.1 to Form 8-K on September 22, 2023.](https://www.sec.gov/Archives/edgar/data/91576/000119312523240536/d505390dex31.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/91576/000119312523240536/d505390dex31.htm).] | | |
| 4.1 | | | | | | [Description of KeyCorp’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/91576/000009157624000040/key-123123xexx41.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx41.htm)] | | |
| 4.2 | | | | | | [Form of Certificate representing Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series D, filed as Exhibit 4.2 to Form 8-K on September 9, [removed: 2016.*](http://www.sec.gov/Archives/edgar/data/91576/000119312516706544/d258737dex42.htm)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/91576/000119312516706544/d258737dex42.htm)] | | |
| 4.3 | | | | | | [Deposit Agreement, dated as of September 9, 2016, among KeyCorp, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein, filed as Exhibit 4.3 to Form 8-K on September 9, [removed: 2016.*](http://www.sec.gov/Archives/edgar/data/91576/000119312516706544/d258737dex43.htm)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/91576/000119312516706544/d258737dex43.htm)] | | |
| 4.4 | | | | | | [Form of Depositary Receipt related to Series D Preferred Stock (included as part of Exhibit 4.3), filed as Exhibit 4.4 to Form 8-K on September 9, [removed: 2016.*](http://www.sec.gov/Archives/edgar/data/91576/000119312516706544/d258737dex43.htm)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/91576/000119312516706544/d258737dex43.htm)] | | |
| 4.5 | | | | | | [Form of Certificate representing Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E, filed as Exhibit 4.2 to Form 8-K on December 12, [removed: 2016.*](http://www.sec.gov/Archives/edgar/data/91576/000119312516790734/d309905dex42.htm)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/91576/000119312516790734/d309905dex42.htm)] | | |
| 4.6 | | | | | | [Deposit Agreement, dated as of December 12, 2016, among KeyCorp, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein, filed as Exhibit 4.3 to Form 8-K on December 12, [removed: 2016.*](http://www.sec.gov/Archives/edgar/data/91576/000119312516790734/d309905dex43.htm)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/91576/000119312516790734/d309905dex43.htm)] | | |
| 4.7 | | | | | | [Form of Depositary Receipt related to Series E Preferred Stock (included as part of Exhibit 4.6), filed as Exhibit 4.4 to Form 8-K on December 12, [removed: 2016.*](http://www.sec.gov/Archives/edgar/data/91576/000119312516790734/d309905dex43.htm)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/91576/000119312516790734/d309905dex43.htm)] | | |
| 4.8 | | | | | | [Form of Certificate representing Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F, filed as Exhibit 4.2 to Form 8-K on July 30, [removed: 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000119312518231437/d570328dex42.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000119312518231437/d570328dex42.htm)] | | |
| 4.9 | | | | | | [Deposit Agreement, dated as of July 30, 2018, among KeyCorp, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein, filed as Exhibit 4.3 to Form 8-K on July 30, [removed: 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000119312518231437/d570328dex43.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000119312518231437/d570328dex43.htm)] | | |
| 4.10 | | | | | | [Form of Depositary Receipt related to Series F Preferred Stock (included as part of Exhibit 4.9), filed as Exhibit 4.4 to Form 8-K on July 30, [removed: 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000119312518231437/d570328dex43.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000119312518231437/d570328dex43.htm)] | | |
| 4.11 | | | | | | [Form of Certificate representing Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G, filed as Exhibit 4.2 to Form 8-K on April 29, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519125323/d735604dex42.htm)] [added: 2019.*](https://www.sec.gov/Archives/edgar/data/91576/000119312519125323/d735604dex42.htm)] | | |
| 4.12 | | | | | | [Deposit Agreement, dated as of April 29, 2019, among KeyCorp, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein, filed as Exhibit 4.3 to Form 8-K on April 29, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519125323/d735604dex43.htm)] [added: 2019.*](https://www.sec.gov/Archives/edgar/data/91576/000119312519125323/d735604dex43.htm)] | | |
| 4.13 | | | | | | [Form of Depositary Receipt related to Series G Preferred Stock (included as part of Exhibit 4.12), filed as Exhibit 4.4 to Form 8-K on April 29, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519125323/d735604dex43.htm)] [added: 2019.*](https://www.sec.gov/Archives/edgar/data/91576/000119312519125323/d735604dex43.htm)] | | |
| 10.1 | | | | | | [Form of Award of Non-Qualified Stock Options (effective June 12, 2009), filed as Exhibit 10.1 to Form 10-K for the year ended December 31, [removed: 2014.*](http://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex101.htm)] [added: 2014.*](https://www.sec.gov/Archives/edgar/data/91576/000119312515072950/d831862dex101.htm)] | | |
| 10.2 | | | | | | [Form of Cash-settling Performance Shares Award Agreement [removed: (2021-2023),] [added: (2022-2024),] filed as Exhibit 10.8 to Form 10-K for the year ended December 31, [removed: 2020.*](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx108.htm)] [added: 2021.*](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx108.htm)] | | |
| 10.3 | | | | | | [Form of Stock-settling Performance Shares Award Agreement [removed: (2021-2023),] [added: (2023-2025),] filed as Exhibit [removed: 10.9] [added: 10.7] to Form 10-K for the year ended December 31, [removed: 2020.*](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx109.htm)] [added: 2022.*](https://www.sec.gov/Archives/edgar/data/91576/000009157623000026/key-123122xexx107.htm).] | | |
| 10.4 | | | | | | [Form of Cash-settling Performance Shares Award Agreement [removed: (2022-2024),] [added: (2024-2026),] filed as Exhibit [removed: 10.8] [added: 10.6] to Form 10-K for the year ended December 31, [removed: 2021.*](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx108.htm)] [added: 2023. *](https://www.sec.gov/Archives/edgar/data/91576/000009157624000040/key-123123xexx106.htm)] | | |
| [removed: 10.5] [added: 10.7] | | | | | | [Form of [removed: Stock-settling Performance Shares] [added: Stock Option] Award Agreement [removed: (2023-2025),] [added: under KeyCorp 2013 Equity Compensation Plan,] filed as Exhibit 10.7 to Form 10-K for the year ended December 31, [removed: 2022.*](https://www.sec.gov/Archives/edgar/data/91576/000009157623000026/key-123122xexx107.htm).] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/91576/000009157617000013/key-123116exx107.htm)] | | |
| 10.6 | | | | | | [Form of Cash-settling Performance Shares Award Agreement [removed: (2024-2026).](https://www.sec.gov/Archives/edgar/data/91576/000009157624000040/key-123123xexx106.htm)] [added: (2025-2027).](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx106.htm)] | | |
| [removed: 10.7] [added: 10.8] | | | | | | [Form of Stock Option Award Agreement under KeyCorp 2013 Equity Compensation Plan, [added: effective 2019,] filed as Exhibit [removed: 10.7] [added: 10.8] to Form 10-K for the year ended December 31, [removed: 2016.*](http://www.sec.gov/Archives/edgar/data/91576/000009157617000013/key-123116exx107.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx108.htm)] | | |
| [removed: 10.8] [added: 10.18] | | | | | | [removed: [Form of Stock Option Award Agreement under KeyCorp] [added: [KeyCorp] 2013 Equity Compensation [removed: Plan, effective 2019,] [added: Plan (effective March 14, 2013),] filed as Exhibit [removed: 10.8] [added: 10.17] to Form 10-K for the year ended December 31, [removed: 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx108.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1017.htm)*] | | |
| [removed: 10.10] [added: 10.11] | | | | | | [Form of Restricted Stock Unit Award Agreement under KeyCorp [removed: 2013] [added: 2019] Equity Compensation Plan, effective [removed: 2019,] [added: 2020,] filed as Exhibit [removed: 10.10] [added: 10.17] to Form 10-K for the year ended December 31, [removed: 2018.*.](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1010.htm)] [added: 2020.*](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx1017.htm)] | | |
| [removed: 10.11] [added: 10.10] | | | | | | [Form of Restricted Stock Unit Award Agreement (New 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. [removed: 333-231689.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519155006/d752581dex104.htm)] [added: 333-231689.*](https://www.sec.gov/Archives/edgar/data/91576/000119312519155006/d752581dex104.htm)] | | |
| [removed: 10.12] [added: 10.13] | | | | | | [Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp [added: Amended and Restated] 2019 Equity Compensation [removed: Plan, effective 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)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx1013.htm)] | | |
| [removed: 10.13] [added: 10.38] | | | | | | [removed: [Form of Restricted Stock Unit Award Agreement under KeyCorp 2019 Equity Compensation Plan, effective 2020,] [added: [KeyCorp Second Deferred Savings Plan (effective January 1, 2019),] filed as Exhibit [removed: 10.17] [added: 10.30] to Form 10-K for the year ended December 31, [removed: 2020.*](https://www.sec.gov/Archives/edgar/data/91576/000009157621000044/key-123120xexx1017.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1030.htm)] | | |
| [removed: 10.14] [added: 10.17] | | | | | | [removed: [Form of Restricted Stock Unit Award Agreement (New Hire/Retention) under KeyCorp 2019 Equity Compensation] [added: [KeyCorp Long-Term Incentive Deferral] Plan, filed as Exhibit [removed: 10.17 in] [added: 10.14 to] Form 10-K for the year ended December 31, [removed: 2021.*](https://www.sec.gov/Archives/edgar/data/91576/000009157622000029/key-123121xexx1017.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1014.htm)] | | |
| [removed: 10.15] [added: 10.14] | | | | | | [Form of Change of Control Agreement (Tier I) between KeyCorp and Certain Executive Officers of KeyCorp, dated as of March 8, 2012, filed as Exhibit 10.8 to Form 10-K for the year ended December 31, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/91576/000009157618000011/key-123117x10kex108.htm)] [added: 2017.*](https://www.sec.gov/Archives/edgar/data/91576/000009157618000011/key-123117x10kex108.htm)] | | |
| [removed: 10.16] [added: 10.15] | | | | | | [Form of Change of Control Agreement (Tier II Executives) between KeyCorp and Certain Executive Officers of KeyCorp, dated as of April 15, 2012, filed as Exhibit 10.9 to Form 10-K for the year ended December 31, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/91576/000009157618000011/key-123117x10kexx109.htm)] [added: 2017.*](https://www.sec.gov/Archives/edgar/data/91576/000009157618000011/key-123117x10kexx109.htm)] | | |
| [removed: 10.17] [added: 10.16] | | | | | | [KeyCorp Executive Annual Performance Plan (effective March 13, 2019), filed as Exhibit 10.1 to Form 8-K on March 15, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/91576/000119312519076702/d722297dex101.htm)] [added: 2019.*](https://www.sec.gov/Archives/edgar/data/91576/000119312519076702/d722297dex101.htm)] | | |
| [removed: 10.18] [added: 10.21] | | | | | | [removed: [KeyCorp Long-Term Incentive Deferral Plan,] [added: [Director Deferred Compensation Plan (May 18, 2000 Amendment and Restatement),] filed as Exhibit [removed: 10.14] [added: 10.18] to Form 10-K for the year ended December 31, [removed: 2018.*](http://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1014.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/91576/000009157619000009/key-123118x10kexx1018.htm)] | | |
| [removed: 10.19] [added: 97] | | | | | | [KeyCorp [removed: 2010 Equity] Compensation [removed: Plan (effective March 11, 2010),] [added: Recovery Policy,] filed as Exhibit [removed: 10.16] [added: 97] to Form 10-K for the year ended December [removed: 31, 2015.*](http://www.sec.gov/Archives/edgar/data/91576/000119312516475914/d97852dex1016.htm)] [added: 31,2023.](https://www.sec.gov/Archives/edgar/data/91576/000009157624000040/key-123123xexx97.htm)] | | |
| [Consolidated Financial Statements](#idd77e622791e409386a5881552bd53ca_214) | | | [105](#idd77e622791e409386a5881552bd53ca_214) | | |
| 10.5 | | | | | | [Form of Stock-settling Performance Shares Award Agreement (2025-2026), filed as Exhibit 10.1 to form 8-K on December 31,2024. *](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000091576/000119312524287188/d903905d8k.htm) | | |
| 10.12 | | | | | | [Form of Restricted Stock Unit Award Agreement under KeyCorp Amended and Restated 2019 Equity Compensation Plan.](https://www.sec.gov/Archives/edgar/data/91576/000009157625000038/key-123124xexx1012.htm) | | |
| 10.45 | | | | | | [Investment Agreement, dated August 12, 2024, by and between KeyCorp and The Bank of Nova Scotia, filed as Exhibit 10.1 to Form 8-K on August 13, 2024. * # †](https://www.sec.gov/Archives/edgar/data/91576/000119312524199332/d750641dex101.htm) | | |
# Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. KeyCorp hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
† Certain sensitive personally identifiable information in this exhibit was omitted by means of redacting a portion of the text and replacing it with \[*\]
In addition, certain confidential portions of the forms of award agreements listed within Exhibits 10.1 through Exhibit 10.44 may be omitted by means of marking
such portions with the brackets (“\[*\]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
[Table of](#id35963ddccc041b2ab203b7e536286e2_13) [contents](#id35963ddccc041b2ab203b7e536286e2_13)
| [Consolidated Financial Statements](#id35963ddccc041b2ab203b7e536286e2_211) | | | [102](#id35963ddccc041b2ab203b7e536286e2_211) | | |
| 10.39 | | | | | | [Amendment to the KeyCorp Deferred Savings Plan (effective January 1, 2023), filed as Exhibit 10.38 to Form 10-K for the year ended December 31, 2022.*](https://www.sec.gov/Archives/edgar/data/91576/000009157623000026/key-123122xexx1038.htm) | | |
| 10.42 | | | | | | [Amended and Restated KeyCorp Second Deferred Savings Plan (effective May 8, 2023).](https://www.sec.gov/Archives/edgar/data/91576/000009157624000040/key-123123xexx1042.htm) | | |
| 10.44 | | | | | | [First Niagara Financial Group, Inc. 2012 Equity Incentive Plan, filed as Exhibit 10.33 to Form 10-K for the year ended December 31, 2017.*](http://www.sec.gov/Archives/edgar/data/91576/000009157618000011/key-123117x10kexx1033.htm) | | |
An excerpt. Shown here: 40 of 76 rewritten, all 8 added and all 5 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2024 filing and the FY2023 filing.
Item 16. FORM 10-K SUMMARY
3 rewritten, 10 added, 3 removed, 36 unchanged
| [removed: *Christopher] [added: /s/ Christopher] M. Gorman | | | | | | Chairman, Chief Executive Officer and President (Principal Executive Officer), and Director | | |
| [added: /s/] Clark H. Khayat | | | | | | Chief Financial Officer (Principal Financial Officer) | | |
| [removed: *Douglas M. Schosser] [added: /s/ Stacy L. Gilbert] | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | |
| February 21, 2025 | | |
| /s/ Stacy L. Gilbert | | |
| Stacy L. Gilbert | | |
| February 21, 2025 | | |
| Christopher M. Gorman | | | | | | | | |
| Clark H. Khayat | | | | | | | | |
| Stacy L. Gilbert | | | | | | | | |
| *Jacqueline Allard | | | | | | Director | | |
| *Somesh Khanna | | | | | | Director | | |
| February 21, 2025 | | |
| February 22, 2024 | | |
| /s/ Douglas M. Schosser | | |
| Douglas M. Schosser | | |