Slide 1: Acquisition of First Niagara Financial Group: Better Together
October 30, 2015 KeyCorp Acquisition of First Niagara Financial Group Better Together
Slide 2: Forward-Looking Statements and Additional Information Disclosure
Better Together FORWARD-LOOKING STATEMENTS AND ADDITIONAL INFORMATION DISCLOSURE This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s and First Niagara’s expectations or predictions
Slide 3: A Compelling Strategic Opportunity
Better Together A Compelling Strategic Opportunity Shelby_Sales-Presentation_150928_v5.pptx\28 SEP 2015\6:59 PM\11 Powerful combination creates high-performing regional bank with compelling shareholder returns 13th Largest U.S. Commercial Bank $135 billion assets $100 billion deposits Strengthens
Slide 4: Overview of First Niagara
Better Together Overview of First Niagara Company Overview (3Q15) Branch Footprint 394 Branches | $29B Deposits • Headquarters: Buffalo, NY Company • Employees: 5,397 20 | $1.4B • Branches: 394 52 | $10.3B 31 | $2.2B 35 | $1.9B • Revenue (LTM)(a): $1.4B 27 | $1.8B • Assets: $39B 58 | $2.8B Financial
Slide 5: Attractive Transaction Economics
Better Together Attractive Transaction Economics • $4.1 billion in aggregate consideration – First Niagara shareholders receive 0.68 Key shares and $2.30 in cash for each FNFG common share Key Transaction – Implied value of $11.40 per FNFG common share, based on Key’s closing share price as of Octob
Slide 6: Combined Company Uniquely Positioned to Unlock Value
Better Together Combined Company Uniquely Positioned to Unlock Value Three Million Clients Attractive Geographic Footprint Complementary Product Offering High Density Markets Broad, Complementary Product Capabilities Retail banking (branch; card; auto; etc.) Private banking Residential mortgage Indi
Slide 7: Strengthens Position in Attractive Northeast Markets
Better Together Strengthens Position in Attractive Northeast Markets Leading Position from Leading Market Share Shared Market Presence Accelerates Toledo to Albany Banks Outperform Value Realization Pro Forma Branch Footprint Leading Retail Presence in Upstate NY (a) $ in billions Buffalo, NY Albany
Slide 8: Enhanced Product Capabilities Drive Value
Better Together Enhanced Product Capabilities Drive Value 1 Key has broad product capabilities… Traditional Bank Products Capital Markets Capabilities Commercial mortgage Derivatives & foreign Loans Deposits & payments Equity capital markets Equity research banking exchange 4% Y-o-Y average loan $70
Slide 9: Significant Value Created from Cost Savings
Better Together Significant Value Created from Cost Savings Unlocked value from cost synergies provides strong upside for shareholders • High degree of market overlap accelerates benefit realization − > 30% of FNFG branches within two miles of a Key branch • FNFG’s technology infrastructure largely
Slide 10: Substantial Revenue Growth Potential
Better Together Substantial Revenue Growth Potential Opportunity to drive revenue growth by delivering broader suite of products to new and existing clients • All transaction return metrics presented herein exclude the benefit of revenue synergies Comparative Revenue Productivity (Key’s Business Ban
Slide 11: Attractive Financial Impact
Better Together Attractive Financial Impact The First Niagara acquisition generates compelling financial returns for Key • IRR approximates 15% and ROIC exceeds 10% • Meaningful improvement in efficiency and profitability metrics FY18 Financial Performance Metrics Efficiency Key Cash > 300 bps Pro F
Slide 12: Strong Pro Forma Capital Position
Better Together Strong Pro Forma Capital Position The acquisition is an efficient use of capital – Key’s capital ratios remain strong • Key is well-positioned for 2016 CCAR submission and additional capital actions CET1 Ratio (%) (a)(b)(c) Tier 1 Ratio (%) (a)(b) Leverage Ratio (%) (a)(b) 10.9 10.7
Slide 13: Disciplined Diligence and Integration Approach
Better Together Disciplined Diligence and Integration Approach • Comprehensive, executive-led due diligence process involving more than 300 employees of both Key and First Niagara • Organized teams across focus diligence areas led by senior leaders with support from functional experts and external a
Slide 14: Our Mission: Helping Clients and Communities Thrive
Better Together Our Mission: Helping Clients and Communities Thrive Strong commitment to our communities Corporate Responsibility is Important to the Communities That We So Proudly Serve Key and FNFG have award winning cultures of philanthropy, community development and civic service – $30 million
Slide 15: A Compelling Strategic Opportunity
Better Together A Compelling Strategic Opportunity Shelby_Sales-Presentation_150928_v5.pptx\28 SEP 2015\6:59 PM\11 Powerful combination creates high-performing regional bank with compelling shareholder returns Leverages Complementary Generates Attractive Financial Strengthens Franchise Business Mode
Slide 16: Appendix
Appendix Better Together or N\
Slide 17: Pro Forma Loan and Deposit Summary
Better Together Pro Forma Loan and Deposit Summary Summary (3Q15) Key First Niagara Pro Forma Total Average Loans = $59.3 B Total Average Loans = $23.4 B Total Average Loans = $82.7 B Other Consumer Other Consumer Other Consumer 5% 12% 7% Residential C&I 25% Residential Real Estate Loans Residential
Slide 18: Important Additional Information and Where to Find It
Better Together IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed merger, KeyCorp will file with the SEC a Registration Statement on Form S-4 that will include the Joint Proxy Statement of KeyCorp and First Niagara and a Prospectus of KeyCorp, as well as other rel