Item 1. Financial Statements

Consolidated Balance Sheets

Dollars in millions, except per share data			March 31, 2024			December 31, 2023
			(Unaudited)
ASSETS
Cash and due from banks			$	1,247		$	941
Short-term investments			13,205			10,817
Trading account assets			1,171			1,142
Securities available for sale			37,298			37,185
Held-to-maturity securities (fair value: $7,680 and $8,056)			8,272			8,575
Other investments			1,247			1,244
Loans, net of unearned income of $323 and $356			109,885			112,606
Less: Allowance for loan and lease losses			(1,542)			(1,508)
Net loans			108,343			111,098
Loans held for sale (a)			228			483
Premises and equipment			650			661
Goodwill			2,752			2,752
Other intangible assets			48			55
Corporate-owned life insurance			4,392			4,383
Accrued income and other assets			8,314			8,601
Discontinued assets			318			344
Total assets			$	187,485		$	188,281
LIABILITIES
Deposits in domestic offices:
Interest-bearing deposits			$	114,593		$	114,859
Noninterest-bearing deposits			29,638			30,728
Total deposits			144,231			145,587
Federal funds purchased and securities sold under repurchase agreements			27			38
Bank notes and other short-term borrowings			2,896			3,053
Accrued expense and other liabilities			5,008			5,412
Long-term debt			20,776			19,554
Total liabilities			172,938			173,644
EQUITY
Preferred stock			2,500			2,500
Common Shares, $1 par value; authorized 2,100,000,000 shares; issued 1,256,702,081 shares			1,257			1,257
Capital surplus			6,164			6,281
Retained earnings			15,662			15,672
Treasury stock, at cost (313,926,505 and 320,138,094 shares)			(5,722)			(5,844)
Accumulated other comprehensive income (loss)			(5,314)			(5,229)
Total equity			14,547			14,637
Total liabilities and equity			$	187,485		$	188,281

(a)Total loans held for sale include real estate — residential mortgage loans held for sale at fair value of $73 million at March 31, 2024, and $51 million at December 31, 2023.

See Notes to Consolidated Financial Statements (Unaudited).

Consolidated Statements of Income

Dollars in millions, except per share amounts			Three months ended March 31,
(Unaudited)			2024			2023
INTEREST INCOME
Loans			$	1,538		$	1,476
Loans held for sale			14			13
Securities available for sale			232			194
Held-to-maturity securities			75			74
Trading account assets			14			12
Short-term investments			142			42
Other investments			17			13
Total interest income			2,032			1,824
INTEREST EXPENSE
Deposits			782			350
Federal funds purchased and securities sold under repurchase agreements			1			22
Bank notes and other short-term borrowings			46			78
Long-term debt			328			275
Total interest expense			1,157			725
NET INTEREST INCOME			875			1,099
Provision for credit losses			101			139
Net interest income after provision for credit losses			774			960
NONINTEREST INCOME
Trust and investment services income			136			128
Investment banking and debt placement fees			170			145
Cards and payments income			77			81
Service charges on deposit accounts			63			67
Corporate services income			69			76
Commercial mortgage servicing fees			56			46
Corporate-owned life insurance income			32			29
Consumer mortgage income			14			11
Operating lease income and other leasing gains			24			25
Other income			6			—
Total noninterest income			647			608
NONINTEREST EXPENSE
Personnel			674			701
Net occupancy			67			70
Computer processing			102			92
Business services and professional fees			41			45
Equipment			20			22
Operating lease expense			17			20
Marketing			19			21
Other expense			203			205
Total noninterest expense			1,143			1,176
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			278			392
Income taxes			59			81
INCOME (LOSS) FROM CONTINUING OPERATIONS			219			311
Income (loss) from discontinued operations			—			1
NET INCOME (LOSS)			219			312
Less: Net income (loss) attributable to noncontrolling interests			—			—
NET INCOME (LOSS) ATTRIBUTABLE TO KEY			$	219		$	312
Income (loss) from continuing operations attributable to Key common shareholders			$	183		$	275
Net income (loss) attributable to Key common shareholders			183			276
Per Common Share:
Income (loss) from continuing operations attributable to Key common shareholders			$	.20		$	.30
Income (loss) from discontinued operations, net of taxes			—			—
Net income (loss) attributable to Key common shareholders (a)			.20			.30
Per Common Share — assuming dilution:
Income (loss) from continuing operations attributable to Key common shareholders			$	.20		$	.30
Income (loss) from discontinued operations, net of taxes			—			—
Net income (loss) attributable to Key common shareholders (a)			.20			.30
Weighted-average Common Shares outstanding (000)			929,692			926,490
Effect of Common Share options and other stock awards			7,319			7,314
Weighted-average Common Shares and potential Common Shares outstanding (000) (b)			937,011			933,804

(a)EPS may not foot due to rounding.

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

See Notes to Consolidated Financial Statements (Unaudited).

Consolidated Statements of Comprehensive Income

Dollars in millions			Three months ended March 31,
(Unaudited)			2024			2023
Net income (loss)			$	219		$	312
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available for sale, net of income taxes of $47 and $(181)			(151)			575
Net unrealized gains (losses) on derivative financial instruments, net of income taxes of $(20) and $(77)			65			245
Net pension and postretirement benefit costs, net of income taxes of $0 and $0			1			1
Total other comprehensive income (loss), net of tax			(85)			821
Comprehensive income (loss) attributable to Key			$	134		$	1,133

See Notes to Consolidated Financial Statements (Unaudited).

Consolidated Statements of Changes in Equity

			Key Shareholders’ Equity
Dollars in millions, except per share amounts (Unaudited)			Preferred Shares Outstanding (000)			Common Shares Outstanding (000)			Preferred Stock			Common Shares			Capital Surplus			Retained Earnings			Treasury Stock, at Cost			Accumulated Other Comprehensive Income (Loss)						Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 2023			1,996			936,564			$	2,500		$	1,257		$	6,281		$	15,672		$	(5,844)		$	(5,229)					$	14,637
Net income (loss)																		219												219
Other comprehensive income (loss)																								(85)						(85)
Deferred compensation															(4)															(4)
Cash dividends declared
Common Shares ($.205 per share)																		(193)												(193)
Series D Preferred Stock ($12.50 per depositary share)																		(7)												(7)
Series E Preferred Stock ($.382813 per depositary share)																		(8)												(8)
Series F Preferred Stock ($.353125 per depositary share)																		(6)												(6)
Series G Preferred Stock ($.351563 per depositary share)																		(6)												(6)
Series H Preferred Stock ($.387500 per depositary share)																		(9)												(9)
Employee equity compensation program Common Share repurchases						(1,859)									—						(26)									(26)
Common shares reissued (returned) for stock options and other employee benefit plans						8,071									(113)						148									35
BALANCE AT MARCH 31, 2024			1,996			942,776			$	2,500		$	1,257		$	6,164		$	15,662		$	(5,722)		$	(5,314)					$	14,547

			Key Shareholders’ Equity
Dollars in millions, except per share amounts (Unaudited)			Preferred Shares Outstanding (000)			Common Shares Outstanding (000)			Preferred Stock			Common Shares			Capital Surplus			Retained Earnings			Treasury Stock, at Cost			Accumulated Other Comprehensive Income (Loss)						Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 2022			1,996			933,325			$	2,500		$	1,257		$	6,286		$	15,616		$	(5,910)		$	(6,295)					$	13,454
Net income (loss)																		312												312
Other comprehensive income (loss)																								821						821
Deferred compensation															(6)															(6)
Cash dividends declared
Common Shares ($.205 per share)																		(192)												(192)
Series D Preferred Stock ($12.50 per depositary share)																		(7)												(7)
Series E Preferred Stock ($.382813 per depositary share)																		(8)												(8)
Series F Preferred Stock ($.353125 per depositary share)																		(6)												(6)
Series G Preferred Stock ($.351563 per depositary share)																		(6)												(6)
Series H Preferred Stock ($.387500 per depositary share)																		(9)												(9)
Open market Common Share repurchases						(2,550)															(38)									(38)
Employee equity compensation program Common Share repurchases						(1,783)									—						(34)									(34)
Common shares reissued (returned) for stock options and other employee benefit plans						6,237									(73)						114									41
BALANCE AT MARCH 31, 2023			1,996			935,229			$	2,500		$	1,257		$	6,207		$	15,700		$	(5,868)		$	(5,474)					$	14,322

See Notes to Consolidated Financial Statements (Unaudited).

Consolidated Statements of Cash Flows

Dollars in millions			Three months ended March 31,
(Unaudited)			2024			2023
OPERATING ACTIVITIES
Net income (loss)			$	219		$	312
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for credit losses			101			139
Depreciation, amortization, and accretion, net			24			41
Increase in cash surrender value of corporate-owned life insurance			(28)			(26)
Stock-based compensation expense			26			34
Deferred income taxes (benefit)			3			75
Proceeds from sales of loans held for sale			1,920			1,534
Originations of loans held for sale, net of repayments			(1,742)			(1,779)
Net losses (gains) on sales of loans held for sale			(28)			(15)
Net losses (gains) on leased equipment			(6)			(1)
Net securities and other investments losses (gains)			3			—
Net losses (gains) on sales of fixed assets			—			12
Net change in:
Trading account assets			(29)			(289)
Accrued income and other assets			287			691
Accrued expense and other liabilities			(404)			(260)
Other operating activities, net			13			250
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			359			718
INVESTING ACTIVITIES
Net decrease (increase) in short-term investments, excluding acquisitions			(2,388)			(5,978)
Purchases of securities available for sale			(1,465)			(200)
Proceeds from sales of securities available for sale			637			—
Proceeds from prepayments and maturities of securities available for sale			515			563
Proceeds from prepayments and maturities of held-to-maturity securities			306			333
Purchases of held-to-maturity securities			—			(1,179)
Net decrease (increase) in other investments			(4)			(286)
Net decrease (increase) in loans, excluding acquisitions, sales and transfers			2,613			(613)
Proceeds from sales of portfolio loans			151			25
Proceeds from corporate-owned life insurance			20			22
Purchases of premises, equipment, and software			(12)			(24)
Proceeds from sales of premises and equipment			1			1
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			374			(7,336)
FINANCING ACTIVITIES
Net increase (decrease) in deposits			(1,356)			1,553
Net increase (decrease) in short-term borrowings			(168)			1,972
Net proceeds from issuance of long-term debt			1,350			4,490
Payments on long-term debt			(1)			(1,201)
Open market common share repurchases			—			(38)
Employee equity compensation program Common Share repurchases			(26)			(34)
Net proceeds from reissuance of Common Shares			3			1
Cash dividends paid			(229)			(228)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			(427)			6,515
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS			306			(103)
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD			941			887
CASH AND DUE FROM BANKS AT END OF PERIOD			$	1,247		$	784
Additional disclosures relative to cash flows:
Interest paid			$	990		$	426
Income taxes paid (refunded)			20			46
Noncash items:
Reduction of secured borrowing and related collateral			$	1		$	2
Loans transferred to portfolio from held for sale			105			17
Loans transferred to held for sale from portfolio			—			4
Loans transferred to OREO			2			3
CMBS risk retentions			—			52
ABS risk retentions			—			8

See Notes to Consolidated Financial Statements (Unaudited).

Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation and Accounting Policies

The consolidated financial statements include the accounts of KeyCorp and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Some previously reported amounts have been reclassified in the 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.

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

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

The unaudited consolidated interim financial statements reflect all adjustments of a normal recurring nature and disclosures that are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for the full year. The interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our 2023 Form 10-K.

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

Accounting Guidance Adopted in 2024

Standard			Date of Adoption			Description			Effect on Financial Statements or Other Significant Matters
ASU 2022-03, Fair Value Measurement - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820)			January 1, 2024 Early adoption is permitted.			The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and is not considered in measuring fair value. Entities cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments require disclosures for equity securities subject to contractual restrictions including; the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, the nature and remaining duration of the restriction(s) and the circumstances that could cause a lapse in the restriction(s). The guidance should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption.			The guidance did not have any impact on Key’s financial condition or results of operations.

2. Earnings Per Common Share

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

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

			Three months ended March 31,
Dollars in millions, except per share amounts			2024			2023
EARNINGS
Income (loss) from continuing operations			$	219		$	311
Less: Net income (loss) attributable to noncontrolling interests			—			—
Income (loss) from continuing operations attributable to Key			219			311
Less: Dividends on Preferred Stock			36			36
Income (loss) from continuing operations attributable to Key common shareholders			183			275
Income (loss) from discontinued operations, net of taxes			—			1
Net income (loss) attributable to Key common shareholders			$	183		$	276
WEIGHTED-AVERAGE COMMON SHARES
Weighted-average Common Shares outstanding (000)			929,692			926,490
Effect of Common Share options and other stock awards			7,319			7,314
Weighted-average Common Shares and potential Common Shares outstanding (000) (a)			937,011			933,804
EARNINGS PER COMMON SHARE
Income (loss) from continuing operations attributable to Key common shareholders			$	.20		$	.30
Income (loss) from discontinued operations, net of taxes			—			—
Net income (loss) attributable to Key common shareholders (b)			.20			.30
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution			$	.20		$	.30
Income (loss) from discontinued operations, net of taxes — assuming dilution			—			—
Net income (loss) attributable to Key common shareholders — assuming dilution (b)			.20			.30

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

(b)EPS may not foot due to rounding.

3. Loan Portfolio

Loan Portfolio by Portfolio Segment and Financing Receivable (a)

Dollars in millions			March 31, 2024			December 31, 2023
Commercial and industrial (b)			$	54,793		$	55,815
Commercial real estate:
Commercial mortgage			14,540			15,187
Construction			3,013			3,066
Total commercial real estate loans			17,553			18,253
Commercial lease financing (c)			3,305			3,523
Total commercial loans			75,651			77,591
Residential — prime loans:
Real estate — residential mortgage			20,704			20,958
Home equity loans			6,905			7,139
Total residential — prime loans			27,609			28,097
Other consumer loans			5,690			5,916
Credit cards			935			1,002
Total consumer loans			34,234			35,015
Total loans (d)			$	109,885		$	112,606

(a)Accrued interest of $508 million and $522 million at March 31, 2024, and December 31, 2023, respectively, presented in "Accrued income and other assets" on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

(b)Loan balances include $214 million and $207 million of commercial credit card balances at March 31, 2024, and December 31, 2023, respectively.

(c)Commercial and industrial includes receivables held as collateral for a secured borrowing of $349 million at March 31, 2024. Commercial lease financing includes receivables held as collateral for a secured borrowing of $6 million and $7 million at March 31, 2024, and December 31, 2023, respectively. Principal reductions are based on the cash payments received from these related receivables. Additional information pertaining to this secured borrowing is included in Note 20 (“Long-Term Debt”) beginning on page 165 of our 2023 Form 10-K.

(d)Total loans exclude loans of $313 million at March 31, 2024, and $339 million at December 31, 2023, related to the discontinued operations of the education lending business. These amounts are included within “Discontinued assets” on the Consolidated Balance Sheet.

4. Asset Quality

ALLL

We estimate the appropriate level of the ALLL on at least a quarterly basis. The methodology is described in Note 1 ("Summary of Significant Accounting Policies") under the heading "Allowance for Loan and Lease Losses" beginning on page 109 of our 2023 Form 10-K.

The ALLL at March 31, 2024, represents our current estimate of lifetime credit losses inherent in the loan portfolio at that date. The changes in the ALLL by loan category for the periods indicated are as follows:

Three months ended March 31, 2024:

Dollars in millions			December 31, 2023			Provision						Charge-offs			Recoveries			March 31, 2024
Commercial and Industrial			$	556		$	151					$	(62)		$	8		$	653
Commercial real estate:
Real estate — commercial mortgage			419			(25)						(5)			—			389
Real estate — construction			52			9						—			—			61
Total commercial real estate loans			471			(16)						(5)			—			450
Commercial lease financing			33			(7)						—			2			28
Total commercial loans			1,060			128						(67)			10			1,131
Real estate — residential mortgage			162			(42)						(1)			2			121
Home equity loans			86			(7)						(1)			1			79
Other consumer loans			122			25						(16)			2			133
Credit cards			78			11						(12)			1			78
Total consumer loans			448			(13)						(30)			6			411
Total ALLL — continuing operations			1,508			115			(a)			(97)			16			1,542
Discontinued operations			16			—						(1)			—			15
Total ALLL — including discontinued operations			$	1,524		$	115					$	(98)		$	16		$	1,557

(a)Excludes a credit for losses on lending-related commitments of $14 million.

Three months ended March 31, 2023:

Dollars in millions			December 31, 2022			Provision						Charge-offs			Recoveries			March 31, 2023
Commercial and Industrial			$	601		$	31					$	(35)		$	8		$	605
Commercial real estate:
Real estate — commercial mortgage			203			20						(5)			—			218
Real estate — construction			28			—						—			—			28
Total commercial real estate loans			231			20						(5)			—			246
Commercial lease financing			32			(1)						1			1			33
Total commercial loans			864			50						(39)			9			884
Real estate — residential mortgage			196			15						—			1			212
Home equity loans			98			(2)						(1)			1			96
Other consumer loans			113			12						(11)			3			117
Credit cards			66			13						(9)			1			71
Total consumer loans			473			38						(21)			6			496
Total ALLL — continuing operations			1,337			88			(a)			(60)			15			1,380
Discontinued operations			21			(1)						(1)			—			19
Total ALLL — including discontinued operations			$	1,358		$	87					$	(61)		$	15		$	1,399

(a)Excludes a provision for losses on lending-related commitments of $51 million.

As described in Note 1 ("Summary of Significant Accounting Policies"), under the heading “Allowance for Loan and Lease Losses” beginning on page 109 of our 2023 Form 10-K, we estimate the ALLL using relevant available information, from internal and external sources, relating to past events, current economic and portfolio conditions, and reasonable and supportable forecasts. In our estimation of expected credit losses, we use a two year reasonable and supportable period across all products. Following this two year period in which supportable forecasts can be generated, for all modeled loan portfolios, we revert expected credit losses to a level that is consistent with our historical information by reverting the macroeconomic variables (model inputs) to their long run average. We revert to historical loss rates for less complex estimation methods for smaller portfolios. A 20-year fixed length look back period is used to calculate the long run average of the macroeconomic variables. A four quarter reversion period is used where the macroeconomic variables linearly revert to their long run average following the two year reasonable and supportable period.

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

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

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

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

Economic Outlook

As of March 31, 2024, economic uncertainty remains elevated. Unemployment rates remain at relatively low levels, but job growth is moderating. Inflation, in the United States, is more persistent than anticipated, but has eased as the restrictive monetary policy and higher interest rates have made an impact. Commercial real estate values remain under pressure, with office being the most vulnerable asset class. We utilized the Moody’s February 2024 Consensus forecast as our baseline forecast to estimate our expected credit losses as of March 31, 2024. We determined such forecast to be a reasonable view of the outlook for the economy given all available information at quarter end.

The baseline scenario reflects remaining weaknesses and the economy is expected to slow down through 2024. U.S. GDP is expected to grow at an annual rate of approximately 2.0% and 1.6% for 2024 and 2025, respectively, down from 2.5% in 2023. The national unemployment rate is expected to reach 4.3% by the fourth quarter of 2024; forecasted values remain at or above 4% through 2025. The U.S. Consumer Price Index annualized rate is forecasted at 2.7% for 2024 and expected to return to the Fed’s 2% target in 2025. The national home price index is expected to remain generally stable over 2024, while the commercial real estate price index is forecasted to drop approximately 6% in 2024.

To the extent we identified credit risk considerations that were not captured by the third-party economic forecast, we addressed the risk through management’s qualitative adjustments to the ALLL. As a result of the current economic uncertainty, our future loss estimates may vary considerably from our March 31, 2024 assumptions.

Commercial Loan Portfolio

The ALLL from continuing operations for the commercial segment increased by $71 million, or 6.7%, from December 31, 2023. The overall increase in the commercial allowance is driven by fluctuations in portfolio activity, partly offset by economic changes and the impact of balance sheet optimization efforts.

The reserve levels continue to reflect portfolio migration, considering the extended period of higher interest rates and the current inflationary environment. The increase in reserves from the previous quarter is concentrated in the commercial and industrial portfolio, reflecting downgrades and higher criticized levels. The increase is offset by decreasing reserves for the commercial real estate portfolio, driven by changes in the property price index economic projections.

Consumer Loan Portfolio

The ALLL from continuing operations for the consumer segment decreased by $37 million, or 8.3%, from December 31, 2023. The overall decrease in the consumer allowance was driven by improvement in the economic forecast, partly offset by credit quality normalization post-pandemic.

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

Credit Risk Profile

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

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

Commercial Credit Exposure

Credit Risk Profile by Creditworthiness Category and Vintage (a)(b)

As of March 31, 2024			Term Loans																		Revolving Loans Amortized Cost Basis			Revolving Loans Converted to Term Loans Amortized Cost Basis
			Amortized Cost Basis by Origination Year and Internal Risk Rating
Dollars in millions			2024			2023			2022			2021			2020			Prior			Total
Commercial and Industrial
Risk Rating:
Pass			$	1,131		$	3,722		$	9,183		$	5,411		$	2,329		$	5,282		$	23,724		$	127		$	50,909
Criticized (Accruing)			39			221			639			517			304			376			1,409			19			3,524
Criticized (Nonaccruing)			—			19			68			65			2			94			112			—			360
Total commercial and industrial			1,170			3,962			9,890			5,993			2,635			5,752			25,245			146			54,793
Current period gross write-offs			—			4			10			24			—			1			23			—			62
Real estate — commercial mortgage
Risk Rating:
Pass			85			792			3,470			2,729			711			3,715			927			48			12,477
Criticized (Accruing)			3			65			796			476			70			521			16			3			1,950
Criticized (Nonaccruing)			—			—			3			29			3			47			31			—			113
Total real estate — commercial mortgage			88			857			4,269			3,234			784			4,283			974			51			14,540
Current period gross write-offs			—			—			—			—			—			4			1			—			5
Real estate — construction
Risk Rating:
Pass			8			508			1,156			812			93			103			22			2			2,704
Criticized (Accruing)			—			10			87			65			73			74			—			—			309
Criticized (Nonaccruing)			—			—			—			—			—			—			—			—			—
Total real estate — construction			8			518			1,243			877			166			177			22			2			3,013
Current period gross write-offs			—			—			—			—			—			—			—			—			—
Commercial lease financing
Risk Rating:
Pass			52			550			749			491			318			1,027			—			—			3,187
Criticized (Accruing)			—			30			47			8			13			19			—			—			117
Criticized (Nonaccruing)			—			—			—			—			—			1			—			—			1
Total commercial lease financing			52			580			796			499			331			1,047						—			3,305
Current period gross write-offs			—			—			—			—			—			—			—			—			—
Total commercial loans			$	1,318		$	5,917		$	16,198		$	10,603		$	3,916		$	11,259		$	26,241		$	199		$	75,651
Total commercial loan current period gross write-offs			$	—		$	4		$	10		$	24		$	—		$	5		$	24		$	—		$	67

As of December 31, 2023			Term Loans																		Revolving Loans Amortized Cost Basis			Revolving Loans Converted to Term Loans Amortized Cost Basis
			Amortized Cost Basis by Origination Year and Internal Risk Rating
Dollars in millions			2023			2022			2021			2020			2019			Prior			Total
Commercial and Industrial
Risk Rating:
Pass			$	4,020		$	10,145		$	6,141		$	2,539		$	2,064		$	3,534		$	24,395		$	123		$	52,961
Criticized (Accruing)			84			361			427			233			127			170			1,140			15			2,557
Criticized (Nonaccruing)			14			49			50			2			28			70			84			—			297
Total commercial and industrial			4,118			10,555			6,618			2,774			2,219			3,774			25,619			138			55,815
Current period gross write-offs			1			7			35			8			11			21			105			—			188
Real estate — commercial mortgage
Risk Rating:
Pass			1,084			3,664			2,922			804			1,545			2,507			1,017			66			13,609
Criticized (Accruing)			6			646			411			15			186			193			20			1			1,478
Criticized (Nonaccruing)			—			—			1			3			7			55			34			—			100
Total real estate — commercial mortgage			1,090			4,310			3,334			822			1,738			2,755			1,071			67			15,187
Current period gross write-offs			—			1			1			11			2			21			3			—			39
Real estate — construction
Risk Rating:
Pass			401			1,185			912			157			62			48			31			8			2,804
Criticized (Accruing)			10			40			60			64			41			47			—			—			262
Criticized (Nonaccruing)			—			—			—			—			—			—			—			—			—
Total real estate — construction			411			1,225			972			221			103			95			31			8			3,066
Current period gross write-offs			—			—			—			—			—			—			—			—			—
Commercial lease financing
Risk Rating:
Pass			520			878			575			352			307			808			—			—			3,440
Criticized (Accruing)			11			30			9			9			8			16			—			—			83
Criticized (Nonaccruing)			—			—			—			—			—			—			—			—			—
Total commercial lease financing			531			908			584			361			315			824			—			—			3,523
Current period gross write-offs			$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Total commercial loans			$	6,150		$	16,998		$	11,508		$	4,178		$	4,375		$	7,448		$	26,721		$	213		$	77,591
Total commercial loan current period gross write-offs			$	1		$	8		$	36		$	19		$	13		$	42		$	108		$	—		$	227

(a)Accrued interest of $368 million and $383 million as of March 31, 2024, and December 31, 2023, respectively, presented in Other Assets on the Consolidated Balance Sheets, was excluded from the amortized cost basis disclosed in these tables.

(b)Gross write-off information is presented on a year-to-date basis for the three months ended March 31, 2024 and the twelve months ended December 31, 2023.

Consumer Credit Exposure

Credit Risk Profile by FICO Score and Vintage (a)(b)

As of March 31, 2024			Term Loans																		Revolving Loans Amortized Cost Basis			Revolving Loans Converted to Term Loans Amortized Cost Basis
			Amortized Cost Basis by Origination Year and FICO Score
Dollars in millions			2024			2023			2022			2021			2020			Prior			Total
Real estate — residential mortgage
FICO Score:
750 and above			$	13		$	708		$	5,958		$	7,553		$	2,380		$	1,661		$	—		$	—		$	18,273
660 to 749			9			138			685			736			222			313			—			—			2,103
Less than 660			—			16			65			57			21			146			—			—			305
No Score			—			2			1			1			1			17			1			—			23
Total real estate — residential mortgage			22			864			6,709			8,347			2,624			2,137			1			—			20,704
Current period gross write-offs			1			—			—			—			—			—			—			—			1
Home equity loans
FICO Score:
750 and above			8			36			154			842			673			813			1,973			310			4,809
660 to 749			3			23			61			216			143			219			840			101			1,606
Less than 660			—			4			14			39			27			93			279			28			484
No Score			—			—			—			—			—			2			4			—			6
Total home equity loans			11			63			229			1,097			843			1,127			3,096			439			6,905
Current period gross write-offs			—			—			—			—			—			1			—			—			1
Other consumer loans
FICO Score:
750 and above			18			179			1,268			1,345			632			306			87			—			3,835
660 to 749			11			137			333			322			154			134			189			—			1,280
Less than 660			1			26			64			64			31			32			56			—			274
No Score			6			24			30			17			8			20			196			—			301
Total consumer direct loans			36			366			1,695			1,748			825			492			528			—			5,690
Current period gross write-offs			—			1			4			3			2			2			4			—			16
Credit cards
FICO Score:
750 and above			—			—			—			—			—			—			442			—			442
660 to 749			—			—			—			—			—			—			381			—			381
Less than 660			—			—			—			—			—			—			111			—			111
No Score			—			—			—			—			—			—			1			—			1
Total credit cards			—			—			—			—			—			—			935			—			935
Current period gross write-offs			—			—			—			—			—			—			12			—			12
Total consumer loans			$	69		$	1,293		$	8,633		$	11,192		$	4,292		$	3,756		$	4,560		$	439		$	34,234
Total consumer loan current period gross write-offs			$	1		$	1		$	4		$	3		$	2		$	3		$	16		$	—		$	30

As of December 31, 2023			Term Loans																		Revolving Loans Amortized Cost Basis			Revolving Loans Converted to Term Loans Amortized Cost Basis
			Amortized Cost Basis by Origination Year and FICO Score
Dollars in millions			2023			2022			2021			2020			2019			Prior			Total
Real estate — residential mortgage
FICO Score:
750 and above			$	680		$	5,992		$	7,785		$	2,392		$	586		$	923		$	—		$	—		$	18,358
660 to 749			180			739			780			248			90			240			—			—			2,277
Less than 660			15			58			56			22			17			130			—			—			298
No Score			2			1			1			1			—			18			2			—			25
Total real estate — residential mortgage			877			6,790			8,622			2,663			693			1,311			2			—			20,958
Current period gross write-offs			—			—			—			—			—			1			—			—			1
Home equity loans
FICO Score:
750 and above			—			85			1,575			435			114			378			2,034			331			4,952
660 to 749			24			65			229			152			66			164			886			107			1,693
Less than 660			3			13			38			27			17			77			281			31			487
No Score			2			—			—			—			—			1			4			—			7
Total home equity loans			29			163			1,842			614			197			620			3,205			469			7,139
Current period gross write-offs			(1)			—			—			—			—			2			—			1			2
Other consumer loans
FICO Score:
750 and above			185			1,187			1,455			660			277			112			97			—			3,973
660 to 749			150			365			342			171			83			60			199			—			1,370
Less than 660			24			64			65			32			17			16			57			—			275
No Score			30			33			17			11			10			12			185			—			298
Total consumer direct loans			389			1,649			1,879			874			387			200			538			—			5,916
Current period gross write-offs			1			12			10			6			5			3			14			—			51
Credit cards
FICO Score:
750 and above			—			—			—			—			—			—			489			—			489
660 to 749			—			—			—			—			—			—			400			—			400
Less than 660			—			—			—			—			—			—			112			—			112
No Score			—			—			—			—			—			—			1			—			1
Total credit cards			—			—			—			—			—			—			1,002			—			1,002
Current period gross write-offs			—			—			—			—			—			—			37			—			37
Total consumer loans			$	1,295		$	8,602		$	12,343		$	4,151		$	1,277		$	2,131		$	4,747		$	469		$	35,015
Total consumer current period gross write-offs			$	—		$	12		$	10		$	6		$	5		$	6		$	51		$	1		$	91

(a)Accrued interest of $140 million and $139 million as of March 31, 2024, and December 31, 2023, respectively, presented in Other Assets on the Consolidated Balance Sheets, was excluded from the amortized cost basis disclosed in this table.

(b)Gross write-off information is presented on a year-to-date basis for the three months ended March 31, 2024 and the twelve months ended December 31, 2023.

Nonperforming and Past Due Loans

Our policies for determining past due loans, placing loans on nonaccrual, applying payments on nonaccrual loans, and resuming accrual of interest for our commercial and consumer loan portfolios are disclosed in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Nonperforming Loans” beginning on page 108 of our 2023 Form 10-K.

The following aging analysis of past due and current loans as of March 31, 2024, and December 31, 2023, provides further information regarding Key’s credit exposure.

Aging Analysis of Loan Portfolio(a)

As of March 31, 2024			Current (b)			30-59 Days Past Due (b)			60-89 Days Past Due (b)			90 and Greater Days Past Due (b)			Non-performing Loans			Total Past Due and Non-performing Loans (b)			Total Loans (c)
Dollars in millions
LOAN TYPE
Commercial and industrial			$	54,247		$	54		$	50		$	82		$	360		$	546		$	54,793
Commercial real estate:
Commercial mortgage			14,355			34			26			12			113			185			14,540
Construction			3,012			1			—			—			—			1			3,013
Total commercial real estate loans			17,367			35			26			12			113			186			17,553
Commercial lease financing			3,303			—			—			1			1			2			3,305
Total commercial loans			$	74,917		$	89		$	76		$	95		$	474		$	734		$	75,651
Real estate — residential mortgage			$	20,610		$	9		$	6		$	—		$	79		$	94		$	20,704
Home equity loans			6,776			24			6			4			95			129			6,905
Other consumer loans			5,655			14			8			9			4			35			5,690
Credit cards			908			5			5			11			6			27			935
Total consumer loans			$	33,949		$	52		$	25		$	24		$	184		$	285		$	34,234
Total loans			$	108,866		$	141		$	101		$	119		$	658		$	1,019		$	109,885

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

(b)Accrued interest of $508 million presented in “Accrued income and other assets” on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

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

As of December 31, 2023			Current (b)			30-59 Days Past Due (b)			60-89 Days Past Due (b)			90 and Greater Days Past Due (b)			Non-performing Loans			Total Past Due and Non-performing Loans (b)						Total Loans (c)
Dollars in millions
LOAN TYPE
Commercial and industrial			$	55,354		$	62		$	30		$	72		$	297		$	461					$	55,815
Commercial real estate:
Commercial mortgage			15,049			25			3			10			100			138						15,187
Construction			3,065			1			—			—			—			1						3,066
Total commercial real estate loans			18,114			26			3			10			100			139						18,253
Commercial lease financing			3,520			2			1			—			—			3						3,523
Total commercial loans			$	76,988		$	90		$	34		$	82		$	397		$	603					$	77,591
Real estate — residential mortgage			$	20,863		$	17		$	7		$	—		$	71		$	95					$	20,958
Home equity loans			7,001			27			10			4			97			138						7,139
Other consumer loans			5,877			16			10			9			4			39						5,916
Credit cards			974			6			5			12			5			28						1,002
Total consumer loans			$	34,715		$	66		$	32		$	25		$	177		$	300					$	35,015
Total loans			$	111,703		$	156		$	66		$	107		$	574		$	903					$	112,606

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

(b)Accrued interest of $522 million presented in “Accrued income and other assets” on the Consolidated Balance Sheets is excluded from the amortized cost basis disclosed in this table.

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

At March 31, 2024, the approximate carrying amount of our commercial nonperforming loans outstanding represented 80% of their original contractual amount owed, total nonperforming loans outstanding represented 84% of their original contractual amount owed, and nonperforming assets in total were carried at 87% of their original contractual amount owed.

Nonperforming loans reduced expected interest income by $13 million for the three months ended March 31, 2024, and $8 million for the three months ended March 31, 2023.

The amortized cost basis of nonperforming loans on nonaccrual status for which there is no related allowance for credit losses was $245 million at March 31, 2024 and $301 million at December 31, 2023. As of March 31, 2024, 48% of our nonperforming loans were contractually current versus 51% as of December 31, 2023.

Collateral-dependent Financial Assets

We classify financial assets as collateral-dependent when our borrower is experiencing financial difficulty, and we expect repayment to be provided substantially through the operation or sale of the collateral. Our commercial loans have collateral that includes cash, accounts receivable, inventory, commercial machinery, commercial properties, commercial real estate construction projects, enterprise value, and stock or ownership interests in the borrowing

entity. When appropriate we also consider the enterprise value of the borrower as a repayment source for collateral-dependent loans. Our consumer loans have collateral that includes residential real estate, automobiles, boats, and RVs.

At March 31, 2024 and March 31, 2023, the recorded investment of consumer residential mortgage and home equity loans in the process of foreclosure was approximately $133 million and $156 million, respectively.

There were no significant changes in the extent to which collateral secures our collateral-dependent financial assets during the three months ended March 31, 2024.

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

The ALLL for loans modified for borrowers experiencing financial difficulty is determined based on Key’s ALLL policy as described within Note 1 (“Summary of Significant Accounting Policies”) of our 2023 Form 10-K.

Modifications for Borrowers Experiencing Financial Difficulty

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

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

The following tables show the amortized cost basis at the end of the noted reporting periods of the loans modified to borrowers experiencing financial difficulty within the past 12 months or since the adoption of ASU 2022-02 for the reporting period in 2023. The tables do not include those modifications that only resulted in an insignificant payment delay. The tables do not include consumer loans that are still within a trial modification period. Trial modifications may be done for consumer borrowers where a trial payment plan period is offered in advance of a permanent loan modification. As of March 31, 2024, there were 79 loans totaling $11 million in a trial modification period. As of March 31, 2023, there were 136 loans totaling $17 million in a trial modification period.

Commitments outstanding to lend additional funds to borrowers experiencing financial difficulty whose loans were modified were $48 million and $23 million at March 31, 2024 and March 31, 2023, respectively.

As of March 31, 2024			Interest Rate Reduction			Term Extension			Other			Combination			Total
Dollars in millions			Amortized Cost Basis						Amortized Cost Basis						Amortized Cost Basis						Amortized Cost Basis						Amortized Cost Basis			% of Total Loan Type
LOAN TYPE
Commercial and Industrial			$	—					$	173					$	48					$	33					$	254		0.46		%
Commercial real estate:
Commercial mortgage			28						22						1						—						51			0.35
Construction			—						19						—						—						19			0.63
Total commercial real estate loans			28						41						1						—						70			0.40
Commercial lease financing			—						—						—						—						—			—
Total commercial loans			$	28					$	214					$	49					$	33					$	324		0.43		%
Real estate — residential mortgage			1						—						—						12						13			0.06
Home equity loans			2						1						1						7						11			0.16
Other consumer loans			—						1						—						2						3			0.05
Credit cards			—						—						—						4						4			0.43
Total consumer loans			3						2						1						25						31			0.09
Total loans			$	31					$	216					$	50					$	58					$	355		0.32		%

As of March 31, 2023			Interest Rate Reduction			Term Extension			Other			Combination			Total
Dollars in millions			Amortized Cost Basis						Amortized Cost Basis						Amortized Cost Basis						Amortized Cost Basis						Amortized Cost Basis			% of Total Loan Type
LOAN TYPE
Commercial and Industrial			$	—					$	79					$	1					$	4					$	84		0.14		%
Commercial real estate:
Commercial mortgage			—						4						—						—						4			0.02
Construction			—						—						—						—						—			—
Total commercial real estate loans			—						4						—						—						4			0.02
Commercial lease financing			—						—						—						—						—			—
Total commercial loans			$	—					$	83					$	1					$	4					$	88		0.11		%
Real estate — residential mortgage			—						—						—						1						1			—
Home equity loans			—						—						—						2						2			0.03
Other consumer loans			—						—						—						1						1			0.02
Credit cards			—						—						—						1						1			0.10
Total consumer loans			—						—						—						5						5			0.01
Total loans			$	—					$	83					$	1					$	9					$	93		0.08		%

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

Financial Effects of Modifications to Borrowers Experiencing Financial Difficulty

The following table summarizes the financial impacts of loan modifications made to specific loans for the noted periods.

Three months ended March 31, 2024			Weighted-average Interest Rate Change			Weighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial			(6.40)		%	0.33
Commercial mortgage			(1.91)		%	0.39
Construction			—		%	1.00
Real estate — residential mortgage			(1.53)		%	7.62
Home equity loans			(2.78)		%	5.74
Other consumer loans			(1.43)		%	0.70
Credit cards			(14.11)		%	0.25

Three months ended March 31, 2023			Weighted-average Interest Rate Change			Weighted-average Term Extension (in years)
LOAN TYPE
Commercial and Industrial			—		%	1.03
Commercial mortgage			—		%	1.42
Real estate — residential mortgage			(1.33)		%	6.68
Home equity loans			(3.72)		%	2.90

Amortized Cost Basis of Modified Loans That Subsequently Defaulted

There were $51 million of Commercial and Industrial loans that were modified for borrowers experiencing financial difficulty that received term extension and other modifications and subsequently defaulted during the three-month period ended March 31, 2024.

There were $4 million of Commercial and Industrial loans that were modified for borrowers experiencing financial difficulty that received term extension and other modifications and subsequently defaulted during the three-month period ended March 31, 2023.

Key closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified for borrowers experiencing financial difficulty within the past 12 months.

As of March 31, 2024			Current			30-89 Days Past Due						90 and Greater Days Past Due			Total
Dollars in millions
LOAN TYPE
Commercial and Industrial			$	184		$	16					$	54		$	254
Commercial real estate
Commercial mortgage			29			22						—			51
Construction			19			—						—			19
Total commercial real estate loans			232			38						54			324
Commercial lease financing			—			—						—			—
Total commercial loans			232			38						54			324
Real estate — residential mortgage			11			2						—			13
Home equity loans			9			1						1			11
Other consumer loans			3			—						—			3
Credit cards			4			—						—			4
Total consumer loans			$	27		$	3					$	1		$	31
Total loans			$	259		$	41					$	55		$	355

The following table depicts the performance of loans that have been modified for borrowers experiencing financial difficulty since the adoption of ASU 2022-02 on January 1, 2023 through March 31, 2023.

As of March 31, 2023			Current			30-89 Days Past Due						90 and Greater Days Past Due			Total
Dollars in millions
LOAN TYPE
Commercial and Industrial			$	80		$	3					$	1		$	84
Commercial real estate
Commercial mortgage			4			—						—			4
Construction			—			—						—			—
Total commercial real estate loans			84			3						1			88
Commercial lease financing			—			—						—			—
Total commercial loans			84			3						1			88
Real estate — residential mortgage			1			—						—			1
Home equity loans			2			—						—			2
Other consumer loans			1			—						—			1
Credit cards			1			—						—			1
Total consumer loans			$	5		$	—					$	—		$	5
Total loans			$	89		$	3					$	1		$	93

Liability for Credit Losses on Off Balance Sheet Exposures

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

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

			Three months ended March 31,
Dollars in millions			2024			2023
Balance at beginning of period			$	296		$	225
Provision (credit) for losses on off balance sheet exposures			(14)			51
Other			(1)			—
Balance at end of period			$	281		$	276

5. Fair Value Measurements

In accordance with GAAP, Key measures certain assets and liabilities at fair value. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market of the asset or liability. Additional information regarding our accounting policies for determining fair value is provided in Note 6 (“Fair Value Measurements”) and Note 1 (“Summary of Significant Accounting Policies”) under the heading “Fair Value Measurements” of our 2023 Form 10-K.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are measured at fair value on a recurring basis in accordance with GAAP. For more information on the valuation techniques used to measure classes of assets and liabilities reported at fair value on a recurring basis as well as the classification of each in the valuation hierarchy, refer to Note 6 (“Fair Value Measurements” in our 2023 Form 10-K. The following tables present these assets and liabilities at March 31, 2024, and December 31, 2023.

			March 31, 2024												December 31, 2023
			Level 1			Level 2			Level 3			Total			Level 1			Level 2			Level 3			Total
Dollars in millions
ASSETS MEASURED ON A RECURRING BASIS
Trading account assets:
U.S. Treasury, agencies and corporations			$	—		$	771		$	—		$	771		$	—		$	685		$	—		$	685
States and political subdivisions			—			103			—			103			—			93			—			93
Other mortgage-backed securities			—			284			—			284			—			340			—			340
Other securities			—			10			—			10			—			21			—			21
Total trading account securities			—			1,168			—			1,168			—			1,139			—			1,139
Commercial loans			—			3			—			3			—			3			—			3
Total trading account assets			—			1,171			—			1,171			—			1,142			—			1,142
Securities available for sale:
U.S. Treasury, agencies and corporations			—			9,142			—			9,142			—			9,026			—			9,026
Agency residential collateralized mortgage obligations			—			15,716			—			15,716			—			15,478			—			15,478
Agency residential mortgage-backed securities			—			3,451			—			3,451			—			3,589			—			3,589
Agency commercial mortgage-backed securities			—			8,989			—			8,989			—			9,092			—			9,092
Other securities			—			—			—			—			—			—			—			—
Total securities available for sale			—			37,298			—			37,298			—			37,185			—			37,185
Other investments:
Principal investments:
Direct			—			—			—			—			—			—			—			—
Indirect (measured at NAV) (a)			—			—			—			17			—			—			—			17
Total principal investments			—			—			—			17			—			—			—			17
Equity investments:
Direct			—			—			2			2			—			—			2			2
Direct (measured at NAV) (a)			—			—			—			41			—			—			—			40
Indirect (measured at NAV) (a)			—			—			—			4			—			—			—			4
Total equity investments			—			—			2			47			—			—			2			46
Total other investments			—			—			2			64			—			—			2			63
Loans, net of unearned income (residential)			—			—			9			9			—			—			9			9
Loans held for sale (residential)			—			73			—			73			—			51			—			51
Derivative assets:
Interest rate			—			122			—			122			—			175			(2)			173
Foreign exchange			77			15			—			92			74			15			—			89
Commodity			—			709			—			709			—			721			—			721
Credit			—			—			—			—			—			—			—			—
Other			—			4			1			5			—			14			2			16
Derivative assets			77			850			1			928			74			925			—			999
Netting adjustments (b)			—			—			—			(723)			—			—			—			(818)
Total derivative assets			77			850			1			205			74			925			—			181
Total assets on a recurring basis at fair value			$	77		$	39,392		$	12		$	38,820		$	74		$	39,303		$	11		$	38,631
LIABILITIES MEASURED ON A RECURRING BASIS
Bank notes and other short-term borrowings:
Short positions			$	21		$	625		$	—		$	646		$	30		$	774		$	—		$	804
Derivative liabilities:
Interest rate			—			1,122			—			1,122			—			985			—			985
Foreign exchange			60			14			—			74			58			15			—			73
Commodity			—			686			—			686			—			698			—			698
Credit			—			1			—			1			—			1			—			1
Other			—			4			—			4			—			20			—			20
Derivative liabilities			60			1,827			—			1,887			58			1,719			—			1,777
Netting adjustments (b)			—			—			—			(495)			—			—			—			(473)
Total derivative liabilities			60			1,827			—			1,392			58			1,719			—			1,304
Total liabilities on a recurring basis at fair value			$	81		$	2,452		$	—		$	2,038		$	88		$	2,493		$	—		$	2,108

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

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

The following table presents the fair value of our direct and indirect principal investments and related unfunded commitments at March 31, 2024, as well as financial support provided for the three months ended March 31, 2024, and March 31, 2023.

												Financial support provided
												Three months ended March 31,
			March 31, 2024									2024									2023
Dollars in millions			Fair Value			Unfunded Commit-ments						Funded Commit-ments			Funded Other						Funded Commit-ments			Funded Other
INVESTMENT TYPE
Direct investments			$	—		$	—					$	—		$	—					$	—		$	—
Indirect investments (measured at NAV) (a)			17			1						—			—						—			—
Total			$	17		$	1					$	—		$	—					$	—		$	—

(a) Our indirect investments consist of buyout funds, venture capital funds, and fund of funds. These investments are generally not redeemable. Instead, distributions are received through the liquidation of the underlying investments of the fund. An investment in any one of these funds typically can be sold only with the approval of the fund’s general partners. At March 31, 2024, no significant liquidation of the underlying investments has been communicated to Key. The purpose of funding our capital commitments to these investments is to allow the funds to make additional follow-on investments and pay fund expenses until the fund dissolves. We, and all other investors in the fund, are obligated to fund the full amount of our respective capital commitments to the fund based on our and their respective ownership percentages, as noted in the applicable Limited Partnership Agreement.

Changes in Level 3 Fair Value Measurements

The following table shows the components of the change in the fair values of our Level 3 financial instruments measured at fair value on a recurring basis for the three months ended March 31, 2024, and March 31, 2023.

Dollars in millions			Beginning of Period Balance			Gains (Losses) Included in Other Comprehensive Income			Gains (Losses) Included in Earnings						Purchases			Sales			Settlements			Transfers Other			Transfers into Level 3						Transfers out of Level 3						End of Period Balance			Unrealized Gains (Losses) Included in Earnings
Three months ended March 31, 2024
Other investments
Equity investments
Direct (a)			2			—			—						—			—			—			—			—						—						2			—
Loans, net of unearned income (residential)			9			—			—						—			—			—			—			—						—						9			—
Derivative instruments (b)
Interest rate			(2)			—			(4)			(c)			1			—			—			—			2			(d)			3			(d)			—			—
Credit			—			—			—			(c)			—			—			—			—			—						—						—			—
Other (e)			2			—			—			(c)			—			—			—			(1)			—						—						1			—

Dollars in millions			Beginning of Period Balance			Gains (Losses) Included in Other Comprehensive Income			Gains (Losses) Included in Earnings						Purchases			Sales			Settlements			Transfers Other			Transfers into Level 3						Transfers out of Level 3						End of Period Balance			Unrealized Gains (Losses) Included in Earnings
Three months ended March 31, 2023
Other investments
Principal investments
Direct (a)			$	1		$	—		$	—					$	—		$	—		$	—		$	—		$	—					$	—					$	1		$	—
Equity investments
Direct (a)			2						—						—			—			—			—			—						—						2			—
Loans, net of unearned income (residential)			9			—			—						—			—			—			—			—						—						9			—
Derivative instruments (b)
Interest rate			2			—			6			(c)			18			(1)			—			—			(8)			(d)			(4)			(d)			13			—
Credit			(2)			—			1			(c)			—			—			—			—			—						—						(1)			—
Other (e)			—			—			—			(c)			—			—			—			1			—						—						1			—

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

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

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

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

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

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis in accordance with GAAP. The adjustments to fair value generally result from the application of accounting guidance that requires assets and liabilities to be recorded at the lower of cost or fair value, or assessed for impairment. For more information on the valuation techniques used to measure classes of assets and liabilities measured at fair value on a nonrecurring basis, refer to Note 6 (“Fair Value Measurements”) in our 2023 Form 10-K. There were no liabilities measured at fair value on a nonrecurring basis at March 31, 2024, and December 31, 2023.

The following table presents our assets measured at fair value on a nonrecurring basis at March 31, 2024, and December 31, 2023:

			March 31, 2024															December 31, 2023
Dollars in millions			Level 1			Level 2			Level 3			Total						Level 1			Level 2			Level 3			Total
ASSETS MEASURED ON A NONRECURRING BASIS
Collateral-dependent loans			$	—		$	—		$	207		$	207					$	—		$	—		$	104		$	104
Accrued income and other assets			—			—			25			25						—			—			29			29
Total assets on a nonrecurring basis at fair value			$	—		$	—		$	232		$	232					$	—		$	—		$	133		$	133

We have other investments in equity securities that do not have readily determinable fair values and do not qualify for the practical expedient to measure the investment using a net asset value per share. We have elected to measure these securities at cost less impairment plus or minus adjustments due to observable orderly transactions. Impairment is recorded when there is evidence that the expected fair value of the investment has declined to below the recorded cost. At each reporting period, we assess if these investments continue to qualify for this measurement alternative. At March 31, 2024, and December 31, 2023, the carrying amount of equity investments under this method was $359 million and $339 million, respectively. No adjustments or impairments were recorded for the three months ended March 31, 2024.

Quantitative Information about Level 3 Fair Value Measurements

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

recurring and nonrecurring assets at March 31, 2024, and December 31, 2023, along with the valuation

techniques used, are shown in the following table:

			Level 3 Asset (Liability)						Valuation Technique			Significant Unobservable Input			Range (Weighted-Average) (a), (b)
Dollars in millions			March 31, 2024			December 31, 2023			March 31, 2024			December 31, 2023
Recurring
Loans, net of unearned income (residential)			$	9		$	9		Market comparable pricing			Comparability factor			62.67 - 89.60% (70.84%)			62.67-89.60% (70.83%)
Derivative instruments:
Interest rate			—			2			Discounted cash flows			Probability of default			.02 - 100% (6.90%)			.02 - 100% (5.30%)
												Loss given default			0 - 1 (.500)			0 - 1 (.477)
Insignificant level 3 assets, net of liabilities(c)			3			4
Nonrecurring
Collateral-dependent loans			207			104			Fair value of collateral			Credit and liquidity discount			0 - 90.00% (16.00%)			0 - 10.00% (5.00%)
Accrued income and other assets:
OREO and other Level 3 assets (d)			16			21			Appraised value			Appraised value			N/M			N/M

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

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

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

(d)Excludes $9 million and $8 million pertaining to mortgage servicing assets measured at fair value as of March 31, 2024 and December 31, 2023, respectively. Refer to Note 8 (“Mortgage Servicing Assets”) for significant unobservable inputs pertaining to these assets.

Fair Value Disclosures of Financial Instruments

The Levels in the fair value hierarchy ascribed to our financial instruments and the related carrying amounts at March 31, 2024, and December 31, 2023, are shown in the following tables. Assets and liabilities are further arranged by measurement category.

			March 31, 2024
						Fair Value
Dollars in millions			Carrying Amount			Level 1			Level 2			Level 3			Measured at NAV			Netting Adjustment						Total
ASSETS (by measurement category)
Fair value - net income
Trading account assets (b)			$	1,171		$	—		$	1,171		$	—		$	—		$	—					$	1,171
Other investments (b)			1,247			—			—			1,186			61			—						1,247
Loans, net of unearned income (residential) (d)			9			—			—			9			—			—						9
Loans held for sale (residential) (b)			73			—			73			—			—			—						73
Derivative assets - trading (b)			205			77			842			1			—			(715)			(f)			205
Fair value - OCI
Securities available for sale (b)			37,298			—			37,298			—			—			—						37,298
Derivative assets - hedging (b)(g)			—			—			8			—			—			(8)			(f)			—
Amortized cost
Held-to-maturity securities (c)			8,272			—			7,680			—			—			—						7,680
Loans, net of unearned income (d)			108,334			—			—			103,566			—			—						103,566
Loans held for sale (b)			155			—			—			155			—			—						155
Other
Cash and other short-term investments (a)			14,452			14,452			—			—			—			—						14,452
LIABILITIES (by measurement category)
Fair value - net income
Derivative liabilities - trading (b)			$	1,392		$	60		$	1,824		$	—		$	—		$	(492)		(f)			$	1,392
Fair value - OCI
Derivative liabilities - hedging (b)(g)			—			—			3			—			—			(3)			(f)			—
Amortized cost
Time deposits (e)			15,075			—			15,259			—			—			—						15,259
Short-term borrowings (a)			2,923			21			2,902			—			—			—						2,923
Long-term debt (e)			20,776			12,192			8,041			—			—			—						20,233
Other
Deposits with no stated maturity (a)			129,156			—			129,156			—			—			—						129,156

			December 31, 2023
						Fair Value
Dollars in millions			Carrying Amount			Level 1			Level 2			Level 3			Measured at NAV			Netting Adjustment						Total
ASSETS (by measurement category)
Fair value - net income
Trading account assets (b)			$	1,142		$	—		$	1,142		$	—		$	—		$	—					$	1,142
Other investments (b)			1,244			—			—			1,183			61			—						1,244
Loans, net of unearned income (residential) (d)			9			—			—			9			—			—						9
Loans held for sale (residential) (b)			51			—			51			—			—			—						51
Derivative assets - trading (b)			168			$	74		886			—			—			(792)			(f)			168
Fair value - OCI
Securities available for sale (b)			37,185			—			37,185			—			—			—						37,185
Derivative assets - hedging (b)(g)			13			—			39			—			—			(26)			(f)			13
Amortized cost
Held-to-maturity securities (c)			8,575			—			8,056			—			—			—						8,056
Loans, net of unearned income (d)			111,089			—			—			105,950			—			—						105,950
Loans held for sale (b)			432			—			—			432			—			—						432
Other
Cash and other short-term investments (a)			11,758			11,758			—			—			—			—						11,758
LIABILITIES (by measurement category)
Fair value - net income
Derivative liabilities - trading (b)			$	1,304		$	58		$	1,707		$	—		$	—		$	(461)		(f)			$	1,304
Fair value - OCI
Derivative liabilities - hedging (b)(g)			—			—			12			—			—			(12)			(f)			—
Amortized cost
Time deposits (e)			14,776			—			14,911			—			—			—						14,911
Short-term borrowings (a)			3,091			30			3,061			—			—			—						3,091
Long-term debt (e)			19,554			11,288			7,720			—			—			—						19,008
Other
Deposits with no stated maturity (a)			130,811			—			130,811			—			—			—						130,811

Valuation Methods and Assumptions

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

(b)Information pertaining to our methodology for measuring the fair values of these assets and liabilities is included in the sections entitled “Qualitative Disclosures of Valuation Techniques” and “Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis” within our 2023 Form 10-K Note 6 (“Fair Value Measurements”). Investments accounted for under the cost method (or cost less impairment adjusted for observable price changes for certain equity investments) are classified as Level 3 assets. These investments are not actively traded in an open market as sales for these types of investments are rare. The carrying amount of the investments carried at cost are adjusted for declines in value if they are considered to be other-than-temporary (or due to observable orderly transactions of the same issuer for equity investments eligible for the cost less impairment measurement alternative). These adjustments are included in “other income” on the income statement.

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

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

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

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

(g)Derivative assets-hedging and derivative liabilities-hedging includes both cash flow and fair value hedges. Additional information regarding our accounting policies for cash flow and fair value hedges is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Derivatives and Hedging” beginning on page 112 of our 2023 Form 10-K.

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

• Loans at carrying value, net of allowance, of $313 million ($235 million at fair value) at March 31, 2024, and $339 million ($264 million at fair value) at December 31, 2023.

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

6. Securities

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

			March 31, 2024															December 31, 2023
Dollars in millions			Amortized Cost (a)			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value						Amortized Cost (b)			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
SECURITIES AVAILABLE FOR SALE
U.S. Treasury, agencies, and corporations			$	9,354		$	1		$	213		$	9,142					$	9,300		$	6		$	280		$	9,026
Agency residential collateralized mortgage obligations			19,285			6			3,575			15,716						18,911			4			3,437			15,478
Agency residential mortgage-backed securities			4,090			—			639			3,451						4,189			—			600			3,589
Agency commercial mortgage-backed securities			10,276			—			1,287			8,989						10,295			—			1,203			9,092
Total securities available for sale			$	43,005		$	7		$	5,714		$	37,298					$	42,695		$	10		$	5,520		$	37,185
HELD-TO-MATURITY SECURITIES
Agency residential collateralized mortgage obligations			$	5,025		$	2		$	341		$	4,686					$	5,170		$	9		$	283		$	4,896
Agency residential mortgage-backed securities			162			—			17			145						165			—			13			152
Agency commercial mortgage-backed securities			2,448			—			216			2,232						2,473			1			204			2,270
Asset-backed securities (c)			611			—			19			592						738			—			29			709
Other securities			26			—			1			25						29			—			—			29
Total held-to-maturity securities			$	8,272		$	2		594			$	7,680					$	8,575		$	10		$	529		$	8,056

(a)Amortized cost amounts exclude accrued interest receivable which is recorded within Other Assets on the balance sheet. At March 31, 2024, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $69 million and $24 million, respectively.

(b)Amortized cost amounts exclude accrued interest receivable which is recorded within Other Assets on the balance sheet. At December 31, 2023, accrued interest receivable on available for sale securities and held-to-maturity securities totaled $64 million and $25 million, respectively.

(c)Consists primarily of $606 million of securities as of March 31, 2024, and $731 million of securities as of December 31, 2023, related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans.

The following table summarizes securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of March 31, 2024, and December 31, 2023.

			Duration of Unrealized Loss Position
			Less than 12 Months									12 Months or Longer									Total
Dollars in millions			Fair Value			Gross Unrealized Losses						Fair Value			Gross Unrealized Losses						Fair Value			Gross Unrealized Losses
March 31, 2024
Securities available for sale:
U.S Treasury, agencies, and corporations			$	960		$	5					$	7,939		$	208					$	8,899		$	213
Agency residential collateralized mortgage obligations			200			1						14,471			3,574						14,671			3,575
Agency residential mortgage-backed securities			—			—						3,448			639						3,448			639
Agency commercial mortgage-backed securities			836			62						8,153			1,225						8,989			1,287
Held-to-maturity securities:
Agency residential collateralized mortgage obligations			716			16						3,563			325						4,279			341
Agency residential mortgage-backed securities			—			—						145			17						145			17
Agency commercial mortgage-backed securities			23			—						2,162			216						2,185			216
Asset-backed securities			—			—						592			19						592			19
Other securities			10			—						10			1						20			1
Total securities in an unrealized loss position			$	2,745		$	84					$	40,483		$	6,224					$	43,228		$	6,308
December 31, 2023
Securities available for sale:
U.S. Treasury, agencies, and corporations			$	—		$	—					$	8,532		$	280					$	8,532		$	280
Agency residential collateralized mortgage obligations			—			—						14,979			3,437						14,979			3,437
Agency residential mortgage-backed securities			24			—						3,562			600						3,586			600
Agency commercial mortgage-backed securities			891			49						8,201			1,154						9,092			1,203
Held-to-maturity securities:
Agency residential collateralized mortgage obligations			1,123			30						3,070			253						4,193			283
Agency residential mortgage-backed securities			—			—						152			13						152			13
Agency commercial mortgage-backed securities			—			—						2,199			204						2,199			204
Asset-backed securities			—			—						709			29						709			29
Other securities			17			—			(a)			12			—						29			—
Total securities in an unrealized loss position			$	2,055		$	79					$	41,416		$	5,970					$	43,471		$	6,049

(a)At December 31, 2023, gross unrealized losses totaled less than $1 million for other securities held-to-maturity with a loss duration of less than 12 months.

Based on our evaluation at March 31, 2024, an allowance for credit losses has not been recorded nor have unrealized losses been recognized into income. The issuers of the securities are of high credit quality and have a history of no credit losses, management does not intend to sell, and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely attributed to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments.

During the three months ended March 31, 2024, we recognized no gross realized gains and $2.8 million in gross realized losses from the sale of securities available for sale. For the three months ended March 31, 2023, we had no realized gains or losses from the sale of securities available for sale.

At March 31, 2024, securities available for sale and held-to-maturity securities totaling $23.8 billion were pledged to secure securities sold under repurchase agreements, to secure public and trust deposits, to facilitate access to secured funding, and for other purposes required or permitted by law.

The following table shows our securities by remaining maturity at March 31, 2024. CMOs, other mortgage-backed securities, and asset-backed securities in the available for sale portfolio and held-to-maturity portfolio are presented based on their expected average lives. The remaining securities, in both the available-for-sale and held-to-maturity portfolios, are presented based on their remaining contractual maturity. Actual maturities may differ from expected or contractual maturities since borrowers have the right to prepay obligations with or without prepayment penalties.

March 31, 2024			Securities Available for Sale						Held to Maturity Securities
Dollars in millions			Amortized Cost			Fair Value			Amortized Cost			Fair Value
Due in one year or less			$	7,707		$	7,539		$	624		$	604
Due after one through five years			9,648			8,923			4,164			3,916
Due after five through ten years			18,828			15,614			2,382			2,145
Due after ten years			6,822			5,222			1,102			1,015
Total			$	43,005		$	37,298		$	8,272		$	7,680

7. Derivatives and Hedging Activities

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

At March 31, 2024, after taking into account the effects of bilateral collateral and master netting agreements, we had less than $1 million of derivative assets and less than $1 million of derivative liabilities that relate to contracts designated as hedging instruments. As a result of bilateral collateral and master netting agreements, which are applied at the counterparty level, we could have derivative contracts with negative fair values included in derivative assets and contracts with positive fair values included in derivative liabilities related to counterparties with which we have both hedging and trading derivatives. As of the same date, after taking into account the effects of bilateral collateral and master netting agreements and a reserve for potential future losses, we had derivative assets of $205 million and derivative liabilities of $1.4 billion that were not designated as hedging instruments. These positions are primarily comprised of derivative contracts entered into for client accommodation purposes.

Additional information regarding our accounting policies for derivatives is provided in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Derivatives and Hedging” beginning on page 112 of our 2023 Form 10-K. Our derivative strategies and related risk management objectives are described in Note 8 (“Derivatives and Hedging Activities”) beginning on page 142 of our 2023 Form 10-K.

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

The following table summarizes the fair values of our derivative instruments on a gross and net basis as of March 31, 2024, and December 31, 2023. Total derivative assets and liabilities are adjusted to take into account the impact of legally enforceable master netting agreements that allow us to settle all derivative contracts with a single counterparty on a net basis and to offset the net derivative position with the related cash collateral. Securities collateral related to legally enforceable master netting agreements is not offset on the balance sheet. Our derivative instruments are included in “accrued income and other assets” or “accrued expenses and other liabilities” on the Consolidated Balance Sheets, as follows:

			March 31, 2024												December 31, 2023
						Fair Value**(a)**												Fair Value**(a)**
Dollars in millions			Notional Amount			Derivative Assets			Derivative Liabilities						Notional Amount			Derivative Assets			Derivative Liabilities
Derivatives designated as hedging instruments:
Interest rate			$	41,472		$	8		$	3					$	44,621		$	39		$	12
Derivatives not designated as hedging instruments:
Interest rate			74,930			114			1,119						78,051			134			973
Foreign exchange			6,356			92			74						6,034			89			73
Commodity			11,247			709			686						11,611			721			698
Credit			113			—			1						121			—			1
Other (b)			1,539			5			4						2,683			16			20
Total derivatives not designated as hedging instruments:			94,185			920			1,884						98,500			960			1,765
Netting adjustments (c)			—			(723)			(495)						—			(818)			(473)
Net derivatives in the balance sheet			135,657			205			1,392						143,121			181			1,304
Other collateral (d)			—			(12)			(3)						—			(1)			(18)
Net derivative amounts			$	135,657		$	193		$	1,389					$	143,121		$	180		$	1,286

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

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

(c)Netting adjustments represent the amounts recorded to convert our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. As of March 31, 2024, excess collateral that has not been offset against net derivative instrument positions totaled $185 million of cash collateral and $291 million of securities collateral posted as well as $14 million of cash collateral and $108 million of securities collateral held. As of December 31, 2023, excess collateral that has not been offset against net derivative instrument positions totaled $161 million of cash collateral and $269 million of securities collateral posted as well as $16 million of cash collateral and $212 million of securities collateral held.

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

Fair value hedges. During the three months ended March 31, 2024, we did not exclude any portion of fair value hedging instruments from the assessment of hedge effectiveness.

The following tables summarize the amounts that were recorded on the balance sheet as of March 31, 2024, and December 31, 2023, related to cumulative basis adjustments for fair value hedges.

			March 31, 2024
Dollars in millions			Balance sheet line item in which the hedge item is included			Carrying amount of hedged item (a)			Hedge accounting basis adjustment (b)
Interest rate contracts			Long-term debt			$	10,738		$	(566)
Interest rate contracts			Securities Available for Sale**(c)**			9,369			20
			December 31, 2023
			Balance sheet line item in which the hedge item is included			Carrying amount of hedged item (a)			Hedge accounting basis adjustment (b)
Interest rate contracts			Long-term debt			$	9,919		$	(437)
Interest rate contracts			Securities Available for Sale**(c)**			8,655			(152)

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

(b)Basis adjustments related to de-designated hedged items that no longer qualify as fair value hedges reduced the hedge accounting basis adjustment by $5 million and $5 million at March 31, 2024, and December 31, 2023, respectively.

(c)Certain amounts are designed as fair value hedges under the portfolio layer method. The carrying amount represents the amortized costs basis of the prepayable financial assets used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the relationship. At March 31, 2024, and December 31, 2023, the amortized costs of the closed portfolios in these hedging relationships was $12.6 billion and $12.8 billion, respectively, of which $7.2 billion were designated in a portfolio layer hedging relationship for both period ends. At March 31, 2024, and December 31, 2023, the cumulative basis adjustments associated with these amounts totaled $1 million and $(147) million, respectively.

Cash flow hedges. During the three-month period ended March 31, 2024, we did not exclude any portion of cash flow hedging instruments from the assessment of hedge effectiveness.

Considering the interest rates, yield curves, and notional amounts as of March 31, 2024, we expect to reclassify an estimated $438 million of after-tax net losses on derivative instruments designated as cash flow hedges from AOCI to income during the next 12 months. In addition, we expect to reclassify approximately $114 million of net losses related to terminated cash flow hedges from AOCI to income during the next 12 months. These reclassified amounts could differ from actual amounts recognized due to changes in interest rates, hedge de-designations and the addition of other hedges subsequent to March 31, 2024. As of March 31, 2024, the maximum length of time over which we hedge forecasted transactions is 3.79 years.

The following tables summarize the effect of fair value and cash flow hedge accounting on the income statement for the three-month periods ended March 31, 2024, and March 31, 2023.

			Location and amount of net gains (losses) recognized in income on fair value and cash flow hedging relationships
Dollars in millions			Interest expense – long-term debt			Interest income – loans						Interest Income - securities			Investment banking and debt placement fees
Three months ended March 31, 2024
Total amounts presented in the consolidated statement of income			$	(328)		$	1,538					$	232		$	170
Net gains (losses) on fair value hedging relationships
Interest contracts
Recognized on hedged items			$	128		$	—					$	(151)		$	—
Recognized on derivatives designated as hedging instruments			(200)			—						182			—
Net income (expense) recognized on fair value hedges			$	(72)		$	—					$	31		$	—
Net gain (loss) on cash flow hedging relationships
Interest contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income			$	—		$	(216)					$	—		$	1
Net income (expense) recognized on cash flow hedges			$	—		$	(216)					$	—		$	1
Three months ended March 31, 2023
Total amounts presented in the consolidated statement of income			$	(275)		$	1,476					$	194		$	145
Net gains (losses) on fair value hedging relationships
Interest contracts
Recognized on hedged items			$	(155)		$	—					$	6		$	—
Recognized on derivatives designated as hedging instruments			108			—						(2)			—
Net income (expense) recognized on fair value hedges			$	(47)		$	—					$	4		$	—
Net gain (loss) on cash flow hedging relationships
Interest contracts
Realized gains (losses) (pre-tax) reclassified from AOCI into net income			$	(1)		$	(215)					$	—		$	—
Net income (expense) recognized on cash flow hedges			$	(1)		$	(215)					$	—		$	—

The following tables summarize the pre-tax net gains (losses) on our cash flow hedges for the three-month periods ended March 31, 2024, and March 31, 2023, and where they are recorded on the income statement. The table includes net gains (losses) recognized in OCI during the period and net gains (losses) reclassified from OCI into income during the current period.

Dollars in millions			Net Gains (Losses) Recognized in OCI			Income Statement Location of Net Gains (Losses) Reclassified From OCI Into Income			Net Gains (Losses) Reclassified From OCI Into Income
Three months ended March 31, 2024
Cash Flow Hedges
Interest rate			$	(283)		Interest income — Loans			$	(216)
Interest rate			1			Interest expense — Long-term debt			—
Interest rate			1			Investment banking and debt placement fees			1
Total			$	(281)					$	(215)
Three months ended March 31, 2023
Cash Flow Hedges
Interest rate			$	109		Interest income — Loans			$	(215)
Interest rate			(1)			Interest expense — Long-term debt			(1)
Interest rate			(1)			Investment banking and debt placement fees			—
Total			$	(107)					$	(216)

Nonhedging instruments

The following table summarizes the pre-tax net gains (losses) on our derivatives that are not designated as hedging instruments for the three-month periods ended March 31, 2024, and March 31, 2023, and where they are recorded on the income statement.

			Three months ended March 31, 2024															Three months ended March 31, 2023
Dollars in millions			Corporate services income			Consumer mortgage income			Other income						Total						Corporate services income			Consumer mortgage income			Other income						Total
NET GAINS (LOSSES)
Interest rate			$	10		$	—		$	—					$	10					$	12		$	—		$	(2)					$	10
Foreign exchange			12			—			—						12						13			—			—						13
Commodity			3			—			—						3						7			—			—						7
Credit			—			—			(11)						(11)						—			—			(14)						(14)
Other			—			3			3						6						—			1			(2)						(1)
Total net gains (losses)			$	25		$	3		$	(8)					$	20					$	32		$	1		$	(18)					$	15

Counterparty Credit Risk

We hold collateral in the form of cash and highly rated securities issued by the U.S. Treasury, government-sponsored enterprises, or GNMA. Cash collateral of $360 million was netted against derivative assets on the balance sheet at March 31, 2024, compared to $408 million of cash collateral netted against derivative assets at December 31, 2023. The cash collateral netted against derivative liabilities totaled $132 million at March 31, 2024, and $64 million at December 31, 2023. Our means of mitigating and managing exposure to credit risk on derivative contracts is described in Note 8 (“Derivatives and Hedging Activities”) beginning on page 142 of our 2023 Form 10-K under the heading “Counterparty Credit Risk.”

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

Dollars in millions			March 31, 2024			December 31, 2023
Interest rate			$	81		$	123
Foreign exchange			46			42
Commodity			433			409
Credit			—			—
Other			5			15
Derivative assets before collateral			565			589
Plus(Less): Related collateral			(360)			(408)
Total derivative assets			$	205		$	181

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

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

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

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

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

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

counterparty credit risk. At March 31, 2024, we had gross exposure of $489 million to broker-dealers and banks. We had net exposure of $11 million after the application of master netting agreements and cash collateral, where such qualifying agreements exist. We had net exposure of $8 million after considering $3 million of additional collateral held in the form of securities.

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

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

“accrued income and other assets”) in the amount of $5 million at March 31, 2024. The CVA is calculated from

potential future exposures, expected recovery rates, and market-implied probabilities of default. At March 31, 2024, we had gross exposure of $219 million to client counterparties and other entities that are not broker-dealers or banks for derivatives that have associated master netting agreements. We had net exposure of $194 million on our derivatives with these counterparties after the application of master netting agreements, collateral, and the related reserve.

Credit Derivatives

We are a buyer and, under limited circumstances, may be a seller of credit protection through the credit derivative market. We purchase credit derivatives to manage the credit risk associated with specific commercial lending and swap obligations as well as exposures to debt securities. Our credit derivative portfolio was in a net liability position of $1 million as of March 31, 2024, and $1 million as of December 31, 2023. Our credit derivative portfolio consists of traded credit default swap indices and risk participation agreements. Additional descriptions of our credit derivatives are provided in Note 8 (“Derivatives and Hedging Activities”) beginning on page 142 of our 2023 Form 10-K under the heading “Credit Derivatives.”

The following table provides information on the types of credit derivatives sold by us and held on the balance sheet at March 31, 2024, and December 31, 2023. The notional amount represents the amount that the seller could

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

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

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

internal risk rating.

			March 31, 2024												December 31, 2023
Dollars in millions			Notional Amount			Average Term (Years)			Payment / Performance Risk						Notional Amount			Average Term (Years)			Payment / Performance Risk
Other			$	2		11.10			3.87		%				$	4		10.69			4.86		%
Total credit derivatives sold			$	2		—			—						$	4		—			—

Credit Risk Contingent Features

We have entered into certain derivative contracts that require us to post collateral to the counterparties when these contracts are in a net liability position. The amount of collateral to be posted is based on the amount of the net liability and thresholds generally related to our long-term senior unsecured credit ratings with Moody’s and S&P. Collateral requirements also are based on minimum transfer amounts, which are specific to each Credit Support Annex (a component of the ISDA Master Agreement) that we have signed with the counterparties. In a limited number of instances, counterparties have the right to terminate their ISDA Master Agreements with us if our ratings fall below a certain level, usually investment-grade level (i.e., “Baa3” for Moody’s and “BBB-” for S&P). At March 31, 2024, KeyBank’s rating was “Baa1” with Moody’s and “BBB+” with S&P, and KeyCorp’s rating was “Baa2” with Moody’s and “BBB” with S&P. Refer to the table below for the aggregate fair value of all derivative contracts with credit risk contingent features held by KeyBank that were in a net liability position.

Dollars in millions			March 31, 2024						December 31, 2023
Net derivative liabilities with credit-risk contingent features			$	(104)					$	(45)
Collateral posted			90						42

As of March 31, 2024, and December 31, 2023, the fair value of additional collateral that could be required to be posted as a result of the credit risk related contingent features being triggered was immaterial to Key’s consolidated financial statements. There were no derivative contracts with credit risk contingent features held by KeyCorp at March 31, 2024.

8. Mortgage Servicing Assets

We originate and periodically sell commercial and residential mortgage loans but continue to service those loans for the buyers. We also may purchase the right to service commercial mortgage loans from other lenders. We record a servicing asset if we purchase or retain the right to service loans in exchange for servicing fees that exceed the going market servicing rate and are considered more than adequate compensation for servicing. Additional information pertaining to the accounting for mortgage and other servicing assets is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Servicing Assets” beginning on page 114 of our 2023 Form 10-K.

Commercial

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

			Three months ended March 31,
Dollars in millions			2024			2023
Balance at beginning of period			$	638		$	653
Servicing retained from loan sales			18			9
Purchases			6			4
Amortization			(31)			(32)
Temporary (impairments) recoveries			—			—
Balance at end of period			$	631		$	634
Fair value at end of period			$	846		$	981

The fair value of commercial mortgage servicing assets is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation uses a number of assumptions that are based on current market conditions. The range and weighted average of the significant unobservable inputs used to determine the fair value of our commercial mortgage servicing assets at March 31, 2024, and March 31, 2023, along with the valuation techniques, are shown in the following table:

						March 31, 2024												March 31, 2023
Valuation Technique			Significant Unobservable Input			Range						Weighted Average						Range						Weighted Average
Discounted cash flow			Expected defaults			1.00		%	2.00		%	1.01		%				0.96		%	2.00		%	1.06		%
			Residual cash flows discount rate			7.41		%	10.65		%	10.28		%				8.57		%	10.03		%	9.49		%
			Escrow earn rate			5.00		%	5.09		%	5.00		%				4.94		%	4.95		%	4.94		%
			Loan assumption rate			—		%	2.16		%	1.97		%				—		%	1.40		%	1.14		%

If these economic assumptions change or prove incorrect, the fair value of commercial mortgage servicing assets may also change. Expected credit losses, escrow earning rates, and discount rates are critical to the valuation of

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

The amortization of commercial servicing assets is determined in proportion to, and over the period of, the estimated net servicing income. The amortization of commercial servicing assets for each period, as shown in the table at the beginning of this note, is recorded as a reduction to contractual fee income. The contractual fee income from servicing commercial mortgage loans totaled $87 million for the three-month period ended March 31, 2024, and $78 million for the three-month period ended March 31, 2023. This fee income was offset by $31 million of amortization for the three-month period ended March 31, 2024, and $32 million for the three-month period ended March 31, 2023. Both the contractual fee income and the amortization are recorded, net, in “commercial mortgage servicing fees” on the income statement.

Residential

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

			Three months ended March 31,
Dollars in millions			2024			2023
Balance at beginning of period			$	108		$	106
Servicing retained from loan sales			2			1
Purchases			—			—
Amortization			(2)			(2)
Temporary (impairments) recoveries(a)			—			—
Balance at end of period			$	108		$	105
Fair value at end of period			$	133		$	129

(a) A temporary impairment of less than $1 million was recorded for the three months ended March 31, 2024.

The fair value of mortgage servicing assets is determined by calculating the present value of future cash flows associated with servicing the loans. This calculation uses a number of assumptions that are based on current market conditions. The range and weighted-average of the significant unobservable inputs used to fair value our mortgage servicing assets at March 31, 2024, and March 31, 2023, along with the valuation techniques, are shown in the following table:

						March 31, 2024												March 31, 2023
Valuation Technique			Significant Unobservable Input			Range						Weighted Average						Range						Weighted Average
Discounted cash flow			Prepayment speed			6.29		%	43.74		%	7.68		%				6.41		%	40.74		%	7.30		%
			Discount rate			6.50		%	8.75		%	6.59		%				7.50		%	8.50		%	7.54		%
			Servicing cost			$	70.00		$	3,582		$	74.91					$	62.00		$	8,075		$	67.36

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

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

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

fair value of our residential mortgage servicing assets.

The amortization of residential servicing assets for March 31, 2024, as shown in the table above, is recorded as a reduction to contractual fee income. The contractual fee income from servicing residential mortgage loans totaled $9 million for the three-month period ended March 31, 2024, and $9 million for the three-month period ended March 31, 2023. This fee income was offset by $2 million of amortization for the three-month period ended

March 31, 2024, and $2 million for the three-month period ended March 31, 2023. Both the contractual fee income and the amortization are recorded, net, in “consumer mortgage income” on the income statement.

9. Leases

As a lessee, we enter into leases of land, buildings, and equipment. Our real estate leases primarily relate to bank branches and office space. The leases of equipment principally relate to technology assets for data processing and data storage. As a lessor, we primarily provide financing through our equipment leasing business. For more information on our leasing activity, see Note 10 (“Leases”) beginning on page 150 of our 2023 Form 10-K.

Lessor Equipment Leasing

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

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

			Three months ended March 31,
Dollars in millions			2024			2023
Sales-type and direct financing leases
Interest income on lease receivable			$	18		$	19
Interest income related to accretion of unguaranteed residual asset			3			3
Interest income on deferred fees and costs			5			—
Total sales-type and direct financing lease income			$	26		$	22
Operating leases
Operating lease income related to lease payments			$	18		$	24
Other operating leasing gains			6			1
Total operating lease income and other leasing gains			24			25
Total lease income			$	50		$	47

10. Goodwill

Our annual goodwill impairment testing is performed as of October 1 each year, or more frequently as events occur or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. A quantitative or qualitative testing approach may be used. Additional information pertaining to our accounting policy for goodwill and other intangible assets is summarized in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Goodwill and Other Intangible Assets” beginning on page 114 of our 2023 Form 10-K.

During the first quarter, Key realigned its real estate capital business from its Commercial Bank reporting unit to its Institutional Bank reporting unit. The move was done to align product-based teams to the client-facing businesses they serve with the goal of reducing overhead and complexity and creating a better client experience. This reorganization was identified as a triggering event. As a result, interim goodwill impairment tests were performed during the first quarter reflecting the reporting units both immediately before and immediately after the realignment, neither of which resulted in impairment. The results of the impairment test reflecting the realignment indicated the fair value of each of the three reporting units, Consumer Bank, Commercial Bank, and Institutional Bank, exceeded their respective carrying values by more than 10%. Additionally, we monitored events and circumstances through March 31, 2024, including macroeconomic factors, industry and banking sector events, Key specific performance indicators, and the sensitivity of the interim quantitative test results to changes in assumptions through March 31, 2024. Based on these considerations, we concluded it was not more-likely-than-not that the fair value of one or more of the reporting units was below its respective carrying value as of March 31, 2024

The reporting units at which goodwill is tested for impairment are the Consumer Bank, Commercial Bank and Institutional Bank reporting units. As the Commercial Bank and Institutional Bank reporting units are aggregated within Key’s overall Commercial Bank reporting segment, the realignment of real estate capital did not have an impact on our reportable segments, however, goodwill was reallocated from the Commercial Bank reporting unit to the Institutional Bank reporting unit. As of March 31, 2024, the Commercial Bank and Institutional Bank reporting units were allocated goodwill of $218 million and $715 million, respectively.

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

Dollars in millions			Consumer Bank			Commercial Bank			Total
BALANCE AT MARCH 31, 2023			$	1,819		$	933		$	2,753
BALANCE AT DECEMBER 31, 2023			$	1,819		$	933		$	2,752
BALANCE AT MARCH 31, 2024			$	1,819		$	933		$	2,752

11. Variable Interest Entities

Our significant VIEs are summarized below. Additional information pertaining to the criteria used in determining if an entity is a VIE is included in Note 13 (“Variable Interest Entities”) beginning on page 154 of our 2023 Form 10-K.

LIHTC and NMTC investments. We had $2.2 billion and $2.3 billion of investments in LIHTC operating partnerships at March 31, 2024, and December 31, 2023, respectively. These investments are recorded in “accrued income and other assets” on our Consolidated Balance Sheets. We do not have any loss reserves recorded related to these investments because we believe the likelihood of any loss to be remote. For all legally binding, unfunded equity commitments, we increase our recognized investment and recognize a liability. As of March 31, 2024, and December 31, 2023, we had liabilities of $1.2 billion and $1.4 billion, respectively, related to investments in qualified affordable housing projects, which are recorded in “accrued expenses and other liabilities” on our Consolidated Balance Sheets. We continue to invest in these LIHTC operating partnerships.

The assets and liabilities presented in the table below convey the size of KCDC’s direct and indirect investments at March 31, 2024, and December 31, 2023. As these investments represent unconsolidated VIEs, the assets and liabilities of the investments themselves are not recorded on our Consolidated Balance Sheets. Additional information pertaining to our LIHTC investments is included in Note 13 (“Variable Interest Entities”) beginning on page 154 of our 2023 Form 10-K.

			Unconsolidated VIEs
Dollars in millions			Total Assets			Total Liabilities			Maximum Exposure to Loss
March 31, 2024
LIHTC investments			$	8,880		$	3,841		$	2,623
December 31, 2023
LIHTC investments			$	8,904		$	3,848		$	2,768

We had $30 million and $25 million in NMTC investments at March 31, 2024 and December 31, 2023, respectively. These investments are recorded in “accrued income and other assets” on our Consolidated Balance Sheets.

We amortize our LIHTC and NMTC investments over the period that we expect to receive the tax benefits. During the three months ended March 31, 2024, we recognized $55 million of amortization, $54 million of tax credits and $13 million of other tax benefits associated with these investments within “income taxes” on our income statement. During the three months ended March 31, 2023, we recognized $53 million of amortization, $51 million of tax credits and $45 million of other tax benefits associated with these investments within “income taxes” on our income statement.

Principal investments. Our maximum exposure to loss associated with indirect principal investments consists of the investments’ fair value plus any unfunded equity commitments. The fair value of our indirect principal investments totaled $17 million at both March 31, 2024 and December 31, 2023. These investments are recorded in “other investments” on our Consolidated Balance Sheets. The table below reflects the size of the private equity funds in which we were invested as well as our maximum exposure to loss in connection with these investments at March 31, 2024, and December 31, 2023.

			Unconsolidated VIEs
Dollars in millions			Total Assets			Total Liabilities			Maximum Exposure to Loss
March 31, 2024
Indirect investments			$	2,625		$	91		$	18
December 31, 2023
Indirect investments			$	2,741		$	91		$	18

Through our principal investing entities, we have formed and funded operating entities that provide management and other related services to our investment company funds, which directly invest in portfolio companies. These entities had no assets at March 31, 2024, and December 31, 2023, that can be used to settle the entities’ obligations. The entities had no liabilities at March 31, 2024, and December 31, 2023, and other equity investors have no recourse to our general credit.

Additional information on our indirect and direct principal investments is provided in Note 6 (“Fair Value Measurements”) beginning on page 130 and in Note 13 (“Variable Interest Entities “) beginning on page 154 of our 2023 Form 10-K.

Other unconsolidated VIEs. We are involved with other various entities in the normal course of business which we have determined to be VIEs. We have determined that we are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact their economic performance or hold a variable interest that could potentially be significant. The table below shows our assets and liabilities associated with these unconsolidated VIEs at March 31, 2024, and December 31, 2023. These assets are recorded in “accrued income and other assets,” “other investments,” “securities available for sale,” “held-to-maturity securities,” and “loans, net of unearned income” on our Consolidated Balance Sheets. Of the total balance as of March 31, 2024, $606 million related to the purchase of senior notes from a securitization collateralized by sold indirect auto loans. Additional information pertaining to our other unconsolidated VIEs is included in Note 13 (“Variable Interest Entities“) under the heading “Other unconsolidated VIEs” on page 156 of our 2023 Form 10-K.

			Other unconsolidated VIEs
Dollars in millions			Total Assets			Total Liabilities
March 31, 2024
Other unconsolidated VIEs			$	1,032		$	1
December 31, 2023
Other unconsolidated VIEs			$	1,149		$	1

12. Income Taxes

Income Tax Provision

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

The effective tax rate, which is the provision for income taxes as a percentage of income before income taxes, was 21.3% for the first quarter of 2024 and 20.7% for the first quarter of 2023. The effective tax rates are less than our combined federal and state statutory tax rate of 23.9%, primarily due to income from investments in tax-advantaged assets such as corporate-owned life insurance and tax credits associated with low-income housing investments.

Deferred Taxes

At March 31, 2024, we had a net deferred tax asset of $1.8 billion, compared to a net deferred tax asset of $1.8 billion at December 31, 2023, which are included in “accrued income and other assets” on the balance sheet. The deferred tax asset is primarily related to market fluctuations in the investment security portfolio accounted for in other comprehensive income.

To determine the amount of deferred tax assets that are more likely than not to be realized, and therefore recorded, we conduct a quarterly assessment of all available evidence. This evidence includes, but is not limited to, taxable

income in prior periods, projected future taxable income, and projected future reversals of deferred tax items. These assessments involve a degree of subjectivity and may undergo change. Based on these criteria, we had a valuation allowance of $12 million at March 31, 2024, and $12 million at December 31, 2023. The valuation allowance is associated with federal and state capital loss carryforwards.

Unrecognized Tax Benefits

At March 31, 2024, Key’s unrecognized tax benefits were $45 million. As permitted under the applicable accounting guidance for income taxes, it is our policy to recognize interest and penalties related to unrecognized tax benefits in “income tax expense.”

Pre-1988 Bank Reserves Acquired in a Business Combination

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

13. Acquisitions and Discontinued Operations

Discontinued operations

Discontinued operations primarily includes our government-guaranteed and private education lending business. At March 31, 2024, and December 31, 2023, approximately $313 million and $434 million, respectively, of education loans are included in discontinued assets on the Consolidated Balance Sheets. Net interest income after provision for credit losses for this business is not material and is included in income (loss) from discontinued operations, net of taxes on the Consolidated Statements of Income.

14. Securities Financing Activities

Additional information regarding our securities financing activities, including risk management activities, is provided in Note 1 (“Summary of Significant Accounting Policies”) beginning on page 107 of our 2023 Form 10-K and Note 16 (“Securities Financing Activities”) beginning on page 159 of our 2023 Form 10-K.

The following table summarizes our securities financing agreements at March 31, 2024, and December 31, 2023:

			March 31, 2024															December 31, 2023
Dollars in millions			Gross Amount Presented in Balance Sheet			Netting Adjustments (a)			Collateral (b)			Net Amounts						Gross Amount Presented in Balance Sheet			Netting Adjustments (a)			Collateral (b)			Net Amounts
Offsetting of financial assets:
Reverse repurchase agreements			$	—		$	—		$	—		$	—					$	7		$	(7)		$	—		$	—
Securities borrowed			—			—			—			—						—			—			—			—
Total			$	—		$	—		$	—		$	—					$	7		$	(7)		$	—		$	—
Offsetting of financial liabilities:
Repurchase agreements (c)			$	27		$	—		$	(27)		$	—					$	38		$	(7)		$	(31)		$	—
Total			$	27		$	—		$	(27)		$	—					$	38		$	(7)		$	(31)		$	—

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

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

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

As of March 31, 2024, assets pledged as collateral against repurchase agreements totaled $27 million. Assets pledged as collateral are reported in “securities available for sale” and “held-to-maturity securities” on the Consolidated Balance Sheets. At March 31, 2024, the liabilities associated with collateral pledged were solely comprised of customer sweep financing activity and had a carrying value of $27 million. The collateral pledged under customer sweep repurchase agreements is posted to a third-party custodian and cannot be sold or repledged by the secured party. The risk related to a decline in the market value of collateral pledged is minimal given the collateral's high credit quality and the overnight duration of the repurchase agreements.

15. Employee Benefits

Pension Plans

The components of net pension cost (benefit) for all funded and unfunded plans are recorded in Other expense and are summarized in the following table. For more information on our Pension Plans and Other Postretirement Benefit Plans, see Note 18 (“Employee Benefits”) beginning on page 162 of our 2023 Form 10-K.

			Three months ended March 31,
Dollars in millions			2024			2023
Interest cost on PBO			$	10		$	11
Expected return on plan assets			(10)			(11)
Amortization of losses			3			3
Settlement loss			—			—
Net pension cost			$	3		$	3

16. Trust Preferred Securities Issued by Unconsolidated Subsidiaries

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

• required distributions on the trust preferred securities;

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

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

The Regulatory Capital Rules require us to treat our mandatorily redeemable trust preferred securities as Tier 2 capital.

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

Dollars in millions			Trust Preferred Securities, Net of Discount (a)			Common Stock			Principal Amount of Debentures, Net of Discount (b)			Interest Rate of Trust Preferred Securities and Debentures (c)			Maturity of Trust Preferred Securities and Debentures
March 31, 2024
KeyCorp Capital I			$	156		$	6		$	162		6.396		%	2028
KeyCorp Capital II			85			4			89			6.875			2029
KeyCorp Capital III			111			4			115			7.750			2029
HNC Statutory Trust III			21			1			22			7.040			2035
HNC Statutory Trust IV			18			1			19			6.932			2037
Willow Grove Statutory Trust I			20			1			21			6.956			2036
Westbank Capital Trust II			8			—			8			7.822			2034
Westbank Capital Trust III			8			—			8			7.822			2034
Total			$	427		$	17		$	444		6.979		%	—
December 31, 2023			$	431		$	17		$	448		6.981		%	—

(a)The trust preferred securities must be redeemed when the related debentures mature, or earlier if provided in the governing indenture. Each issue of trust preferred securities carries an interest rate identical to that of the related debenture. Certain trust preferred securities include basis adjustments related to fair value hedges totaling $11 million at March 31, 2024, and $15 million at December 31, 2023. See Note 7 (“Derivatives and Hedging Activities”) for an explanation of fair value hedges.

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

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

17. Contingent Liabilities and Guarantees

Legal Proceedings

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

Gurevitch Litigation. On August 4, 2023, a putative class action, Gurevitch v. KeyCorp et al., was filed against KeyCorp and certain of its current and former executives in the United States District Court for the Northern District of Ohio, asserting claims for violation of certain federal securities laws. The named plaintiff sought to represent a nationwide class of individuals who purchased or acquired KeyCorp securities from February 2020 to June 2023 and who were allegedly harmed by certain disclosures relating to KeyCorp’s liquidity, operations, and prospects. In March 2024, the lead plaintiff voluntarily dismissed the lawsuit without prejudice.

Derivative Litigation. In November and December 2023, purported shareholders of KeyCorp filed two shareholder

derivative lawsuits in the United States District Court for the Northern District of Ohio, which lawsuits were subsequently consolidated into a single derivative action titled Bushanky v. Gorman, et al. The lawsuits asserted that various officers and directors violated their duties to KeyCorp by virtue of the matters alleged in the Gurevitch litigation described above. The lawsuits were purportedly brought on behalf of KeyCorp and sought relief on KeyCorp’s behalf and for its benefit. On March 27, 2024, the parties filed a stipulation seeking to dismiss the consolidated derivative action without prejudice. The court approved the dismissal of the consolidated derivative action without prejudice on April 8, 2024.

Guarantees

We are a guarantor in various agreements with third parties. The following table shows the types of guarantees that we had outstanding at March 31, 2024. Information pertaining to the basis for determining the liabilities recorded in connection with these guarantees is included in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Contingencies and Guarantees” beginning on page 115 of our 2023 Form 10-K.

March 31, 2024			Maximum Potential Undiscounted Future Payments			Liability Recorded
Dollars in millions
Financial guarantees:
Standby letters of credit			$	4,311		$	80
Recourse agreement with FNMA			7,648			90
Residential mortgage reserve			3,343			10
Written put options (a)			3,212			140
Total			$	18,514		$	320

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

We determine the payment/performance risk associated with each type of guarantee described below based on the probability that we could be required to make the maximum potential undiscounted future payments shown in the preceding table. We use a scale of low (0% to 30% probability of payment), moderate (greater than 30% to 70% probability of payment), or high (greater than 70% probability of payment) to assess the payment/performance risk, and have determined that the payment/performance risk associated with each type of guarantee outstanding at March 31, 2024, is low. Information pertaining to the nature of each of the guarantees listed below is included in

Note 22 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Guarantees” beginning on page 172 of our 2023 Form 10-K.

Standby letters of credit. At March 31, 2024, our standby letters of credit had a remaining weighted-average life of 1.5 years, with remaining actual lives ranging from less than 1 year to 10.7 years.

Recourse agreement with FNMA. At March 31, 2024, the outstanding commercial mortgage loans in this program had a weighted-average remaining term of 6.8 years, and the unpaid principal balance outstanding of loans sold by us as a participant was $24.6 billion. The maximum potential amount of undiscounted future payments that we could be required to make under this program, as shown in the preceding table, is equal to approximately 31.2% of the principal balance of loans outstanding at March 31, 2024. FNMA delegates responsibility for originating, underwriting, and servicing mortgages, and we assume a limited portion of the risk of loss during the remaining term on each commercial mortgage loan that we sell to FNMA. We maintain a reserve for such potential losses of $90 million that we believe approximates the fair value of our liability for the guarantee as described in Note 4 (“Asset Quality”).

Residential Mortgage Banking. At March 31, 2024, the unpaid principal balance outstanding of loans sold by us in this program was $11.1 billion. The maximum potential amount of undiscounted future payments that we could be required to make under this program, as shown in the preceding table, is equal to approximately 30% of the principal balance of loans outstanding at March 31, 2024.

Our liability for estimated repurchase obligations on loans sold, which is included in “accrued expenses and other liabilities” on the Consolidated Balance Sheets, was $10 million at March 31, 2024. For more information on our residential mortgages, see Note 8 (“Mortgage Servicing Assets”).

Written put options. In the ordinary course of business, we “write” put options for clients that wish to mitigate their exposure to changes in interest rates and commodity prices. At March 31, 2024, our written put options had an average life of 1.8 years. These written put options are accounted for as derivatives at fair value, as further discussed in Note 7 (“Derivatives and Hedging Activities”).

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

Other Off-Balance Sheet Risk

Other off-balance sheet risk stems from financial instruments that do not meet the definition of a guarantee as specified in the applicable accounting guidance, and from other relationships. Additional information pertaining to types of other off-balance sheet risk is included in Note 22 (“Commitments, Contingent Liabilities, and Guarantees”) under the heading “Other Off-Balance Sheet Risk” on page 174 of our 2023 Form 10-K.

18. Accumulated Other Comprehensive Income

Our changes in AOCI for the three months ended March 31, 2024, and March 31, 2023, are as follows:

Dollars in millions			Unrealized gains (losses) on securities available for sale			Unrealized gains (losses) on derivative financial instruments						Net pension and postretirement benefit costs			Total
Balance at December 31, 2023			$	(4,190)		$	(763)					$	(276)		$	(5,229)
Other comprehensive income before reclassification, net of income taxes			(153)			(99)						(1)			(253)
Amounts reclassified from AOCI, net of income taxes (a)			2			164						2			168
Net current-period other comprehensive income, net of income taxes			(151)			65						1			(85)
Balance at March 31, 2024			$	(4,341)		$	(698)					$	(275)		$	(5,314)

Balance at December 31, 2022			$	(4,895)		$	(1,124)					$	(276)		$	(6,295)
Other comprehensive income before reclassification, net of income taxes			575			80						(1)			654
Amounts reclassified from AOCI, net of income taxes (a)			—			165						2			167
Net current-period other comprehensive income, net of income taxes			575			245						1			821
Balance at March 31, 2023			$	(4,320)		$	(879)					$	(275)		$	(5,474)

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

Our reclassifications out of AOCI for the three months ended March 31, 2024, and March 31, 2023, are as follows:

			Three months ended March 31,						Affected Line Item in the Consolidated Statement of Income
Dollars in millions			2024			2023
Unrealized gains (losses) on available for sale securities
Realized gains			$	—		$	—		Other income
Realized losses			(3)			—			Other income
			(3)			—			Income (loss) from continuing operations before income taxes
			(1)			—			Income taxes
			$	(2)		$	—		Income (loss) from continuing operations
Unrealized gains (losses) on derivative financial instruments
Interest rate			$	(216)		$	(215)		Interest income — Loans
Interest rate			—			(1)			Interest expense — Long-term debt
Interest rate			1			—			Investment banking and debt placement fees
			(215)			(216)			Income (loss) from continuing operations before income taxes
			(51)			(51)			Income taxes
			$	(164)		$	(165)		Income (loss) from continuing operations
Net pension and postretirement benefit costs
Amortization of losses			$	(3)		$	(3)		Other expense
Settlement loss			—			—			Other expense
Amortization of unrecognized prior service credit			—			1			Other expense
			(3)			(2)			Income (loss) from continuing operations before income taxes
			(1)			—			Income taxes
			$	(2)		$	(2)		Income (loss) from continuing operations

19. Shareholders' Equity

Comprehensive Capital Plan

During the first quarter of 2024, Key did not complete any open market share repurchases. We repurchased $26 million of shares related to equity compensation programs in the first quarter of 2024.

Consistent with our capital plan, the Board declared a quarterly dividend of $.205 per Common Share for the first quarter of 2024.

Preferred Stock

The following table summarizes our preferred stock at March 31, 2024.

Preferred stock series			Amount outstanding (in millions)			Shares authorized and outstanding			Par value			Liquidation preference			Ownership interest per depositary share			Liquidation preference per depositary share			First quarter 2024 dividends paid per depositary share
5.000% Fixed-to-Floating Rate Perpetual Noncumulative Series D			$	525		21,000			$	1		$	25,000		1/25th			$	1,000		$	12.50
6.125% Fixed-to-Floating Rate Perpetual Noncumulative Series E			500			500,000			1			1,000			1/40th			25			.382813
5.650% Fixed Rate Perpetual Noncumulative Series F			425			425,000			1			1,000			1/40th			25			.353125
5.625% Fixed Rate Perpetual Non-Cumulative Series G			450			450,000			1			1,000			1/40th			25			.351563
6.200% Fixed Rate Reset Perpetual Non-Cumulative Series H			600			600,000			1			1,000			1/40th			25			.387500

20. Business Segment Reporting

The following is description of the segments and their primary businesses at March 31, 2024.

Consumer Bank

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

Commercial Bank

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

Other

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

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

The table below shows selected financial data for our business segments for the three-month periods ended March 31, 2024, and March 31, 2023. Capital is assigned to each business segment based on a combination of regulatory and economic equity.

Three months ended March 31,			Consumer Bank									Commercial Bank									Other									Total Key
Dollars in millions			2024			2023						2024			2023						2024			2023						2024			2023
SUMMARY OF OPERATIONS
Net interest income (TE)			$	549		$	612					$	391		$	478					$	(54)		$	16					$	886		$	1,106
Noninterest income			224			228						400			366						23			14						647			608
Total revenue (TE) (a)			773			840						791			844						(31)			30						1,533			1,714
Provision for credit losses			(2)			60						102			80						1			(1)						101			139
Depreciation and amortization expense			23			21						22			23						9			17						54			61
Other noninterest expense			680			642						420			419						(11)			54						1,089			1,115
Income (loss) from continuing operations before income taxes (TE)			72			117						247			322						(30)			(40)						289			399
Allocated income taxes and TE adjustments			17			28						47			67						6			(7)						70			88
Income (loss) from continuing operations			55			89						200			255						(36)			(33)						219			311
Income (loss) from discontinued operations, net of taxes			—			—						—			—						—			1						—			1
Net income (loss)			55			89						200			255						(36)			(32)						219			312
Less: Net income (loss) attributable to noncontrolling interests			—			—						—			—						—			—						—			—
Net income (loss) attributable to Key			$	55		$	89					$	200		$	255					$	(36)		$	(32)					$	219		$	312
AVERAGE BALANCES (b)
Loans and leases			$	40,446		$	43,086					$	70,099		$	76,306					$	489		$	445					$	111,034		$	119,837
Total assets (a)			43,239			45,935						79,456			85,852						63,173			59,064						185,868			190,851
Deposits			84,317			84,637						56,090			52,219						2,471			6,549						142,878			143,405
OTHER FINANCIAL DATA
Net loan charge-offs (b)			$	44		$	24					$	37		$	21					$	—		$	—					$	81		$	45
Return on average allocated equity (b)			6.18		%	9.87		%				8.02		%	10.04		%				(13.39)		%	92.94		%				6.00		%	9.13		%
Return on average allocated equity			6.18			9.87						8.02			10.04						(13.39)			90.12						6.00			9.16
Average full-time equivalent employees (c)			7,356			8,097						2,334			2,517						7,062			7,606						16,752			18,220

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

(b)From continuing operations.

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

21. Revenue from Contracts with Customers

The following table represents a disaggregation of revenue from contracts with customers, by business segment, for the three-month periods ended March 31, 2024, and March 31, 2023. The development and application of the methodologies that we use to allocate items among our business segments is a dynamic process. Accordingly, financial results may be revised periodically to reflect enhanced alignment of expense base allocations drivers, changes in the risk profile of a particular business, or changes in our organizational structure.

			Three months ended March 31, 2024												Three months ended March 31, 2023
Dollars in millions			Consumer Bank			Commercial Bank			Total Contract Revenue						Consumer Bank			Commercial Bank			Total Contract Revenue
NONINTEREST INCOME
Trust and investment services income			$	109		$	17		$	126					$	100		$	16		$	116
Investment banking and debt placement fees			—			130			130						—			113			113
Services charges on deposit accounts			34			29			63						39			28			67
Cards and payments income			43			34			77						45			32			77
Other noninterest income			3			—			3						2			—			2
Total revenue from contracts with customers			$	189		$	210		$	399					$	186		$	189		$	375
Other noninterest income (a)									$	225											$	219
Noninterest income from Other(b)									23												14
Total noninterest income									$	647											$	608

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

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

We had no material contract assets or contract liabilities as of March 31, 2024, and March 31, 2023.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of KeyCorp

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of KeyCorp as of March 31, 2024, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the three-month periods ended March 31, 2024 and 2023, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of KeyCorp as of December 31, 2023, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated February 22, 2024, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

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

Cleveland, Ohio
May 2, 2024