Good morning, and welcome to KeyCorp's Q3 earnings conference call. As a reminder, this conference is being recorded. I would now like to turn the conference over to the Chairman and CEO, Chris Gorman. Please go ahead. Thank you for joining us for KeyCorp's Q3 2023 earnings conference call. Joining me on the call today are Clark Khayat, our Chief Financial Officer, and Mark Midkiff, our Chief Risk Officer. On slide two, you'll find our statement on forward-looking disclosures and certain financial measures, including non-GAAP measures. These statements cover our presentation materials and comments, as well as the question-and-answer segment of our call. I am now moving to slide three. This morning, we reported earnings of $266 million, or $0.29 per share. Our results reflect broad-based growth across our franchise, supported by our strong balance sheet and disciplined risk management. We continue to benefit from our focus on relationship banking and primacy, namely, having our clients' primary operating account. We continue to add and deepen relationships in both our consumer and commercial businesses, as well as improve both the quality and diversity of our deposits. Average deposits increased relative to the prior quarter and the year-ago period. Our focus on relationships continues to guide our balance sheet optimization efforts. This quarter, we reduced average loans by over $3 billion as we de-emphasized credit -only and other non-relationship business. Importantly, our Common Equity Tier 1 ratio increased by 50 basis points to 9.8% as a result of our proactive balance sheet management. Risk-weighted assets decreased by $7 billion in the Q3 and $9 billion from the beginning of the year, which is approaching our 2023 full-year target of $10 billion. The increase in our Common Equity Tier 1 ratio this quarter moves us above our current targeted capital range of 9%-9.5%, where we would expect to remain for the foreseeable future. Other capital ratios were relatively stable this quarter, including our tangible common equity ratio, which was down 10 basis points despite the impact of higher interest rates. Overall, our capital remains strong, and we are well positioned relative to our capital priorities and the phase-in of the proposed future capital requirements. Although we would not expect the same magnitude of change in risk-weighted assets next year, we will continue to take steps to manage our balance sheet in conjunction with anticipated regulatory changes. Net interest income in the quarter reflected the continued high interest rate environment and our balance sheet positioning. Clark will discuss our balance sheet in his remarks, but I would point out that Key has a very well-defined net interest income opportunity over the next five quarters as our short-term swaps and Treasuries reprice. In our slide deck, we show net interest income benefit will reach approximately $1 billion on an annualized basis by the Q1 of 2025. Our net interest margin has been a challenge for us this year. We believe, however, the Q3 represented the low point for the cycle. Our results continue to benefit from our strong fee-based businesses, which consistently make up 40% of our revenue. This revenue mix will be a clear competitive advantage under the proposed regulatory framework. This quarter, fee income was up 6%, driven by a 17% linked quarter increase in investment banking and debt placement fees. We expect investment banking fees to increase again in the Q4 based on current pipelines. The absolute level of improvement is, of course, market dependent. Given the significance of our integrated corporate and investment bank, any normalization in the capital markets represents an upside opportunity for Key from both a fee generation and balance sheet management perspective. In addition to capital markets, our fee income will continue to benefit from our strong positions in both payments, an area where we have consistently invested, and wealth, where we benefit from critical mass with assets under management of $53 billion. Expense management remains a priority. Our results reflect the successful completion earlier this year of a company-wide effort to improve productivity and efficiency. We are continuing our efficiency journey by further simplifying and streamlining our businesses. As we narrow our focus, we will continue to drive additional expense savings, which provide the funding to continue to invest in our business. Finally, I want to comment on credit quality, which I believe is the most important determinant of return on tangible Common Equity and shareholder value over time. Credit quality remains a clear strength of Key. Our credit measures reflect the de-risking we have done over the past decade and our distinctive underwrite-to-distribute model. This quarter, our net charge-offs were 24 basis points. Over the next several quarters, we expect to continue to operate below our targeted through-the-cycle range of 40-60 basis points. The quality of our loan portfolio continues to serve us well, with over half of our C&I loans rated as investment grade or the equivalent. Similarly, our consumer clients had a weighted average FICO Score of approximately 770 at origination. As a reminder, we have limited exposure to leveraged lending, office loans, and other high-risk categories. B and C class office exposure in central business districts total $116 million. 2/3 of our commercial real estate exposure is in multifamily, including affordable housing, which continues to be a significant unmet need in this country. I will close by underscoring my confidence in the long-term outlook for Key. Our businesses are well positioned, and we continue to strengthen our balance sheet. Credit quality remains one of our most significant strengths. We will continue to focus on maintaining the quality of our loan book and enhancing our risk management framework. This positions us well to deliver sound, profitable growth and create value for our shareholders. With that, I'll turn it over to Clark to provide more details on the results for the quarter. Clark? Thanks, Chris. I'm now on slide five. The Q3 net income from continuing operations was $0.29 per common share, up $0.02 from the prior quarter and down $0.26 from last year. Our results were generally consistent with the guidance we provided for the quarter, and we've affirmed the full year outlook we shared at our last earnings call. As Chris highlighted in his remarks, our results reflect the strength of our core business, focus on primacy, balance sheet optimization, and our disciplined risk management. I'll cover each of these strategic focus areas in my remarks this morning. Turning to slide six. Average loans for the quarter were $117.6 billion, up 3% from the year-ago period and down 3% from the prior quarter. Total loans ended the period at $115.5 billion, down $3.5 billion from the prior quarter. The decline in average loans was driven primarily by a reduction in C&I balances, which were down almost 4% from the prior quarter. The reduction reflects our balance sheet optimization, which prioritizes full relationships and de-emphasizes credit only and non-relationship business as we prepare the balance sheet for a Basel III Endgame world. The reduction in loans contributed to the decline in risk-weighted assets, representing roughly half of the RWA decline this quarter. RWAs were also impacted by our optimization efforts, through which we were able to apply more attractive capital treatment to existing portfolios. Importantly, this allowed us to manage RWAs proactively while minimizing impacts in net interest income. Turning to slide seven. Key's long-standing commitment to primacy continues to support a stable, diverse base of core deposits for funding. This quarter, average deposits totaled $144.8 billion, relatively stable from the year ago period and up nearly $2 billion from the prior quarter. The increase in average deposit balances from the prior quarter was driven by an increase in both consumer and commercial deposit balances. Importantly, we've continued to improve the quality of our funding mix by growing core relationship balances and reducing wholesale and brokered deposits. This quarter, brokered deposits declined by $2.6 billion on average and $3.2 billion relative to period-end balances. At the end of the quarter, we took advantage of our improved funding profile and called $1.2 billion of outstanding bank debt for redemption. We expect to redeem the debt at the end of October. Our total cost of deposits was 188 basis points in the Q3, and our cumulative deposit beta, which includes all interest-bearing deposits, was 46% since the Fed began raising interest rates in March 2022. Higher interest rates resulted in the continued deposit mix shift this quarter. We've seen this mix shift slow, and we are testing reduced rates in certain markets. We did not deploy higher rates in our retail business against the July interest rate hike. We continue to expect that our cumulative deposit beta will approach 50% by the end of the year. Turning to slide eight. Taxable net interest income was $923 million for the Q3, down 23% from the year-ago period and down 6% from the prior quarter. Our net interest margin was 2.01% for the Q3, compared to 2.74% for the same period last year and 2.12% for the prior quarter. Year- over- year, net interest income and the net interest margin were impacted by higher interest-bearing deposit costs and a shift in funding mix to higher cost deposits and borrowings. Relative to the Q3, the decline in net interest income reflects a planned reduction in earning asset balances from our balance sheet optimization efforts and higher interest-bearing deposit costs. Our net interest margin and net interest income continue to reflect the headwind from our short-dated Treasuries and swaps. Our swap portfolio and short-dated Treasuries reduced net interest income by $370 million and lowered our net interest margin by 80 basis points this quarter. We believe that NIM bottomed in the Q3 as we see continued benefit from the maturity of swaps and Treasuries. Consistent with our previous comments, we expect that we are at or near the bottom on NII. In the Q3, we executed $6.7 billion of spot pay fixed swaps. In October, subsequent to the quarter end, we terminated $7.5 billion of receive fixed cash flow swaps, which were scheduled to mature throughout 2024. The swap termination locked in the AOCI position of those swaps, which will amortize throughout 2024 on the original maturity schedule. This should have no impact to our AOCI position at the end of 2024, but will guard against future hikes or a reduction in rates that is slower than the forward curve predicts. These actions, along with the planned maturity of our short-term Treasuries, make Key less liability sensitive, protect capital, and reduce our exposure to higher rates. Turning to slide nine. As Chris mentioned earlier, our balance sheet positioning, which has been a near-term drag on earnings, represents a clear and well-defined opportunity. Based on the forward curve, which continues to adjust to higher levels, we project an annualized net interest income benefit of approximately $1 billion from the maturities of our short-term Treasuries and swaps by the Q1 of 2025. We'll continue to take a measured but opportunistic approach to lock in this benefit. Moving to slide 10. Net interest income was $643 million for the Q3 of 2023, down $40 million from the year ago period and up $34 million from the Q2. The decrease in non-interest income from the year ago period reflects a $23 million decline in corporate services income due to lower customer derivatives trading revenue. Additionally, service charges on deposit accounts declined $23 million, driven by the previously announced and implemented changes in our NSF/OD fee structure and lower account analysis fees related to interest rates. The increase in non-interest income from the Q2 reflects a $21 million increase in investment banking and debt placement fees, and an $18 million increase in other income from higher trading income and a gain on loan sales. I'm now on slide 11. Total non-interest expense for the quarter was $1.1 billion, up $4 million from the year ago period and up $34 million from last quarter. Compared to the year ago quarter, computer processing expense increased $12 million, driven by technology investments, and personnel expense increased $8 million, driven by higher salaries and employee benefits, partially offset by lower incentive and stock-based compensation. The increase in expenses relative to the prior quarter was driven by personnel expense, which increased $41 million from incentive and stock-based compensation, a majority of which was from production-related expenses and a higher stock price at the end of the quarter. As we continue to proactively manage our expense base and simplify and streamline our businesses, this will improve the client experience, reduce complexity and costs, and provide flexibility to continue to invest for the future. Our goal, as expressed previously, is to again keep core expenses flat in 2024. We expect to have additional efficiency-related expenses in the Q4 connected with these efforts. While not complete, we would estimate those charges to be in the range of $50 million. We'll provide full 2024 guidance during our Q4 earnings call. Moving now to slide 12. Overall, credit quality and our related outlook remain strong. For the Q3, net charge-offs were $71 million, or 24 basis points of average loans. While non-performing loans and criticized loans continue to move up from their historical lows, we believe Key is well positioned in terms of credit migration and potential loss content. Our provision for credit losses was $81 million for the Q3, and our allowance for credit losses to period-end loans increased from 1.49%- 1.54%. Turning to slide 13. We ended the Q3 with a Common Equity Tier 1 ratio of 9.8%, up 50 basis points from the prior quarter and well above our targeted range of 9%-9.5%. Going forward, we expect to stay above our current targeted range. We'll determine and share any changes to that targeted range once the new capital rules are finalized. We will remain focused on building capital in advance of newly proposed capital rules and continue to support client activity in the return of capital. We do not expect to engage in material share repurchase in the near term. The right side of this slide shows Key's expected reduction in our AOCI mark. The AOCI mark is expected to decline by approximately 27% by the end of 2024, and 39% by the end of 2025, which will provide approximately $2.5 billion of capital build through that time frame. During the Q3, the AOCI position decreased by $500 million in structural burn down. The increase in rates, specifically in the 5-year time frame, increased the position by approximately $1.1 billion, which resulted in the net change of $600 million. Importantly, only 10% of our projected $2.5 billion of AOCI reduction between now and 2025 is driven by the benefit of lower rates represented in the current forward curve. Said differently, more than 90% of this reduction will occur even if rates remain flat to current levels, driven by maturities, cash flows, and time. Given the proposed capital rules, we believe our reduction in AOCI marks, along with our future earnings and balance sheet management, would allow us to organically accrete capital to the required levels. Slide 14 provides an outlook for the Q4 relative to the Q3, as well as the full year compared to the prior year. Our guidance uses the forward curve as of September 30, which holds Fed Funds flat at 5.5% through August of 2024, ending 2024 at 5%. Balance sheet trends are tracking as anticipated. We expect average loans to be down 1%-3% in the Q4 versus the prior quarter, as we continue to optimize our balance sheet and recycle capital to support relationship clients. We expect average deposits to be relatively stable in the Q4. Our outlook assumes cumulative deposit beta approaching 50 by year-end. We also expect to continue to improve our funding mix and liquidity. On a linked quarter basis, net interest income is expected to be relatively stable in the Q4, changed from our previous guidance of flat to down 2%. Our guidance for non-interest income has changed to up 1%-3%, reflecting stronger fee income in the Q3 compared to the Q4. Our full-year outlook for fees remains unchanged. Non-interest expense is expected to remain relatively stable in the Q4, excluding the potential FDIC special assessment charge, additional efficiency-related expenses, and an expected pension settlement charge of $15 million-$20 million. We expect credit quality to remain solid and net charge-offs to average loans to be in the range of 25-35 basis points in the Q4, below our expected over the cycle targeted range of 40-60 basis points. Our guidance for Q4 GAAP tax rate is 18%-19%. Once again, our full-year outlook for 2023 versus the prior year has not changed.... We feel confident in the foundation of our business and in our strategic efforts to strengthen capital and liquidity, manage risks, and improve earnings. With that, I'll now turn the call back to the operator for instructions for the Q&A portion of the call. Operator? Thank you. And ladies and gentlemen, if you wish to ask a question, please press one then zero on your touch-tone phone. You will hear an acknowledgment tone that you've been placed in the queue, and you may remove yourself from queue at any time by repeating the one-zero command. If you're on a speakerphone, please pick up your handset before pressing the number. Once again, if you have a question, please press one then zero. Our first question will come from Scott Siefers from Piper Sandler. Please go ahead. Good morning, everyone. Thanks for taking the question. Thanks, Scott. So great news that we've kind of hit the low on the margin and are at or near the bottom on NII. I guess I'm curious, does that outlook contemplate any further risk-weighted asset reductions that might be outside the scope of the $10 billion you've articulated for this year? And I guess along those lines, do you see need to do anything beyond what you'll do this year? I mean, it looks like you're kind of ramping up the capital base more quickly. So how are we thinking about overall balance sheet size within the scheme of bottoming an NII trajectory? Yeah. So thanks, Scott. Our prop bet was that your first question would be expenses, but, Yeah. This is number two. So, the way I would think about it is, you know, we've guided the loan balances down 1%-3% in the Q4. I think that's going to be the vast majority of any reduction in the balance sheet. We could still see cash come down a bit. And we are still doing some optimization efforts. They won't carry the same size that we would have seen in this quarter. So, you'll see a leveling off of that, and that $10 billion, I think, is the right number to be focused on. Okay, perfect. That's good. Thank you. And I, I did have an expense question, but I think you, you largely hit it in there, so I'll, I'll refrain from asking about that one. I guess maybe a broader question, though, Clark. I think you've talked about a 3% margin in a normal environment. I think that's still well above what would be implied by the extra $1 billion or so of benefit through next year. So, you know, maybe just for top level, what else would have to happen to get you there? You know, how are we sort of thinking about that 3% normalized margin? Yeah. So to be clear, you know, I think three-ish area is, you know, again, not out of the realm. I think to your point, Scott, if you adjusted today, the 80 basis points that we talked about on drag, you'd be at 2.81, would have been 2.85 last quarter, kind of 3.19 before that. So, you know, I think it's going to be kind of continued asset mix over time and funding mix. And what you're seeing, if I just point to the Q3, you saw kind of flattish deposits, and that included a significant reduction in brokerage. So, you know, more client deposits. But the other piece that I think is really important is that we did, and we will continue to focus on reducing our reliance on wholesale funding. So you would have seen that come down on the order of, like, $4 billion in the quarter, and obviously, that has, you know, more expense over time. Now, your next question is probably, once we get into long-term debt rules and we're issuing more wholesale debt, you know, how does that impact that? I think that, you know, we've sized that a little bit. We will factor that in. But again, I think, you know, when you start to put all these pieces together in a more normalized environment, something in the high 2s-3s is not out of the realm of possibility. Okay, perfect. All right. Thank you guys very much. Yep. Thank you. The next question is from Erika Najarian from UBS. Please go ahead. Hi, good morning. Good morning, Erika. I guess, you know, my question was on the RWA mitigation. So I just, I'm going to follow up on in terms of Clark's answer to that question. So, you know, you're pointing us to the $10 billion as the right area, which is a lot. It's a lot of RWA to take out. And I guess I'm wondering, you know, number one, could you give us a sense of how much has already been taken out and what's to come? And second, you know, as we think about the net interest income trajectory for next year, you know, does the comment of the, you know, NII bottoming about here or in the Q4 consider the cost of, you know, the RWA mitigation that you have left? Sure. So the, the answer to the first part of your question, Erika, is, our, we're currently through the Q3, we've reduced $9 billion. So in the Q3, we reduced $7 billion. On a cumulative basis for the year, we've reduced, reduced $9 billion of RWAs. We are well on target to hit our $10 billion. As you try to kind of pivot from RWAs to the impact on NII, interestingly, there is a certain universe of those RWAs that we were able to get just different treatment on, namely the treatment that we qualified for in any event. Secondly, there was a lot of unused line fees in there that obviously those two categories don't have any impact on NII. As you look forward, the other reduction in RWAs would have a marginal impact on NII, but a positive impact, certainly on our returns, certainly on our margins. The other thing that taking out all these RWAs enables us to do is to focus on right-sizing our expense base as we take out these RWAs. So that's kind of how I think about it. Got it. And Chris, I guess the follow-up to there is, you know, Basel III Endgame clearly gives the banks time. And as you mentioned, you know, the moves that you're making in terms of improving the margin, you know, being mindful of balance sheet size, being mindful of the expense base, you know, the target would be to improve CET1 generation from here. I guess, how do you, you know, how do you balance the notion of, okay, we have this 10 billion of RWA reduction check that's done, you know, and, you know, potentially we're ready to be a little bit more aggressive in the market or not? You tell me. One of your peers said that they're ready for loan growth next year, versus the notion of, you know, with U.S. Bank being freed from its Category II commitments, whenever everyone runs the data on adjusted CET1, you know, Key sort of ends up at the bottom of the list. So, you know, how do you balance in terms of, you know, running the bank day-to-day, right, versus, you know, how your investors are thinking about KeyCorp in sort of this new world order for regulation? Sure. Well, well, first of all, as you know, the rules are still preliminary, and they're probably likely to change. That said, we're certainly confident that under the proposed current rules, including the definitions and the associated time frames, Erika, that we can hit them. And so what we need to do, what I wanted to do is sort of when the events of March happened, and then these rules came out in July, I wanted us to hit the reset button and reset our business and make the difficult decisions so we can get back to growing our business. As I've always said, the underlying business is in good shape. We're adding clients on the consumer side, we're adding clients on the commercial side. And what I want to do is right-size our balance sheet, get our loan to deposit where it needs to be, get our wholesale funding mix where it needs to be, and then free up our people to get back out in the marketplace and do what they do, and that's grow our business. So that is that, that is the needle that we're currently threading. Thank you. Our next question is from the line of Peter Winter from D.A. Davidson. Please go ahead. Good morning. You guys mentioned that capital markets should be up in the Q4, but I was just wondering, you know, just between higher rates and the geopolitical risk, just how are you thinking about the outlook for capital markets over the medium term? Look, the medium term, I feel really good about it, Peter. Over the near term, which I would consider the Q4, both of the things you've mentioned are a challenge. We will be up on a linked quarter basis, as I look at our backlog, but the absolute, as I mentioned in my comments, the absolute level of, of the increase remains to be seen. Obviously, the geopolitical issues are an issue. The other thing, if you think about over the last five or six trading days, where the, where the bond market has been, that obviously has an impact as well. So, in the near term, I think there's probably additional headwinds, but over the medium term, I think, I feel good about the business. You know, private equity firms are starting to transact, which is important. If you look at the amount of M&A that was completed this year in the $100 million-$1 billion area, it's down about 50%, and, over time, obviously, that comes back. So in the near term, I think we'll be up. I don't know to what degree. In the intermediate term, as in, as you look at 2024, when there's clarity on where these rates settle in and some of these geopolitical concerns, I think there's going to be a lot of activity. Got it. And then, Chris, if I could ask about the dividend. I mean, you have, you know, a 70%+ payout ratio. Can you just talk about your commitment to maintaining that dividend? And is there any risk that you could be forced to cut the dividend? So, I'd be happy to address that. Let me, let me start by just saying my views on our dividend are unchanged. You know, as we've managed this business, we manage the business for the long term. Similarly, our board takes the same approach on everything, including the dividend. And so when we gather in November, we'll review the dividend, as we always do, in the context of a range of scenarios. You were just talking about geopolitical scenarios, et cetera, the macro conditions. But importantly, we're going to take into consideration, as we always do, the normalized earnings power of our company. And, our capital priorities are unchanged. We want to support our relationships as our clients and prospects, and secondly, the dividend. The other factors that I think are really important, first and foremost, is credit quality, because there's nothing that denigrates capital more than credit losses. I feel really good about our credit quality. We'll also obviously be looking at the burn down of AOCI. That obviously is tied in. And then our ability to organically build capital. We already talked about that a little bit through our reduction of RWAs and other actions we took, that we were able to grow our capital, for CET1 by 50 basis points this quarter. So that's kind of how I think about it, but kind of I'll end where I started, that, you know, my views on the dividend haven't changed. The next question will come from Ken Usdin from Jefferies. Please go ahead. Hi, thanks. Good morning. Clark, I was wondering if you could kind of walk through some of the hedging strategy changes to slide 22, a lot of new executions and terminations this quarter. I guess, to start, just can you help us understand, like, the net impact of these new moves in terms of like, does that help or hurt Q4 NII, just to kind of put it into perspective? Sure. So just to be clear, in the, on that page, Ken, you'll see an incremental $6.7 billion of pay fixed swaps. Those were put on to, you know, provide some AOCI protection to higher rates. And then the termination of the $7.5 billion of 2024 pay fixed swaps, that we've been obviously talking about now for a couple of quarters. Also done really to guard against higher rates, or the prospect of higher rates, or as we said, kind of rates that remain higher than the forward curve, which is relatively flat now through 2024, but, has some cuts in the back end. So anything that's sort of there or higher, we'll get some protection from both of those positions. I would think about it in terms of reducing our kind of NII at risk to higher rates, kind of by half to a staged 200 basis point rise. So, you know, kind of an extreme scenario, but we're kind of reducing that liability sensitivity there just to protect both capital and earnings. Okay. So I guess I'm just trying to figure out with all of that, you know, your outlook for stable NII fourth to over third. We've got the RW, you know, the RWA reduction is kind of working against that. And then I guess, and then we have the slide you gave us on maturities. Are these new ads also incremental in the fourth to your and helping your Q4 forecast? So if I think about the NII fourth versus third, Ken, you know, the swaps and Treasuries maturing, which we've talked about, and think about, like, if rates don't change, the swap terminations won't have a huge impact versus what we've already shared. It's really, Right. Kind of protection against rates going up. You'll—the payers will add a little bit of NII because we're, you know, picking up a little bit of incremental positive carry there. And then you'll see the benefit of a pull-through in the quarter of lower wholesale borrowings. Got it. Okay. All right, perfect. Thanks. And, All that incorporates, I think this was, sorry, implicit or, or maybe explicit in your question. It all incorporates the RWA reduction and the loan reduction specifically that we talked about. Understood. Thanks. And the last just one is just, so we're going to get that, that Treasury book run off. Any, any updated thoughts in terms of what you do with the, the rest of the, of the securities portfolio? Will that continue to just cash flow down as well over time? Yeah. So we're seeing about, you know, anywhere, just call it roughly $1 billion of cash flow per quarter coming out of that book. We've used some of that sort of through the course of this year as cash and just, you know, short-term liquidity, just given some of the things that have happened. You'll see us start to deploy that back into the portfolio, you know, in a variety of different ways, but really focused on bringing the duration of that overall portfolio down. Okay, great. Thank you. Yep. Thank you. And the next question is from Gerard Cassidy from RBC. Please go ahead. Hi, Chris. Hi, Clark. Hey, good morning, Gerard. Chris, you were very emphatic about the strength of the credit book for KeyCorp, which is great. Can you guys share with us the second derivative risk? And what I mean by that is, maybe some of the non-depository competitors or even depository competitors in your footprint or franchise may be taking undue risk, and you may have a customer that borrows from them as well, that could then impact your credit quality. Do you know if the competitors are being more rational than in prior cycles, which would obviously have a impact on everybody, not just KeyCorp? Well, thanks for your question. Unfortunately, I think because there's excess capacity in the loan market in general, I don't think you're seeing the kind of increase in spreads that you would expect to see at this point in the cycle in the private loan market. And I don't think you're seeing, frankly, some of the changes that you would expect to see, you know, broadly in terms of structure. So, you know, I think. And as you know, I've said many, many times, on a risk-adjusted basis, a properly graded stand-alone credit rarely returns its cost to capital. So if I'm right about that, by definition, a lot of that stuff, in my opinion, is underpriced. Now, the other thing that we are seeing, obviously, and we have great visibility into our third-party commercial loan servicing business, where we have over $640-some-odd billion that we service, but we have over $200 billion that is special servicing. So that's where we're servicing, basically, we're the workout agent for very complex deals that we're not a part of. And that business has already set a record for the year at this point in the cycle. So that gives you a little bit of an insight into what's going on out there. Clark, would you add anything to that? Yeah, just maybe a couple of things. One, Gerard, I think among banks, and it'd be consistent with all the comments we've made about managing relationships, you'll see all of us kind of defending our best relationships on the credit side, but it's with, you know, additional business that comes with that to make those relationships hurdle, to Chris's point about stand-alone credit. So, again, I think the banks are being rational broadly, but defending, you know, their best relationships, as you would expect. If you think about the third-party non-bank credit market, I would just, I'd make maybe a retrospective comment and a prospective comment. Looking backward, I think there's been a lot of credit that's gone outside the bank market. The question, I think, which is sort of embedded in yours is, do some of those kind of, call it just for the sake of argument, non-bank or fintech originally-originated loans sit on bank balance sheets? That would be a question we should be asking broadly. We do not, at Key, have much, if any, of that business. The second piece would be around the prospects, which is some of the capital rules are obviously making the private credit funds, you know, engage in conversations about flow agreements and taking credit over time. That is yet to be written, but clearly there's a lot of conversation and activity there. Very good. Thank you for those insights. And then as a follow-up question, Clark, on the hedging strategy, you've given us a lot of detail, and we all acknowledge, you know, forecasting interest rates is very difficult. In fact, I find it very interesting. If you go back to the Federal Reserve's June 2021 dots forecast for the Fed funds rate at the end of 2023, they were forecasting a 0.625 Fed funds rate. They missed it by 500 basis points. So my question for you guys, the long tail risk, what is that in for next year? Everybody sees, you've been very clear about the benefits by the net interest income on an annualized basis, Q1 2025, everybody sees that. What could go wrong, or what's that long tail risk that we need to just keep our eyes on, or you guys are keeping your eyes on? Yeah, it's probably a couple versions, but if you think right now, kind of, you know, we are asymmetrically at risk to higher rates, and so we are very contemplative of what happens when rates go up, because as the Treasuries and swaps mature, it's still, there's still a time component, right? So- Right. - you feel the cost immediately and the yield sort of pull through. We are contemplating things like a stagflation scenario, right? Where it's, you know, the macro economy is a little softer and you have higher rates. I think often we assume weaker economy rates come down. There are obviously scenarios where that's not the case. So we're just trying to think through all the implications of that and the levers and sensitivities that we have to address that. I think the other piece over time, and we've talked, you know, we used to talk more about this before 2023, which was rates come down quickly as these things are repricing, and can we ensure that we're getting, you know, the right repricing characteristics when the Treasuries and swaps mature? We've talked to that around the hedging we've done for 2023. And obviously, we have other significant advantages right now if rates were to come down rapidly. We're thinking about that broad range of conditions, Gerard, and we're trying to, you know, project our best view of it, but we're certainly making sure we're prepared for different trajectories. And Clark, on the comment about rates coming down more rapidly, which is a good way, I mean, I'm glad you guys are thinking about that, though it doesn't seem likely. But if it did happen, would your funding costs, your deposit rate, you think, would they fall as quickly as what would happen on the asset side of the balance sheet from your guys' experience, or would they lag? So the, you know, the nice thing on the way down from the commercial deposit book, which I know you know, Gerard, but it's sort of, you know, $55-ish billion was $33 billion pre-pandemic, so it's pretty meaningful for us. A lot of that's indexed, so it'll move, you know, when rates move. Now, they're not all indexed at 100%, so you'd have to take that into account. But that stuff tends to move as the market moves, and I think that's a positive. What's always tougher to predict is the consumer book, which obviously was a little sticky going up, and it generally is a little sticky coming down, and I think that'll be as much a function of, you know, micro- market and micro competitive environment. So how are people thinking about those and other sources of funding? If rates do come down quickly, it does tend to make people, people being, you know, sort of the industry broadly, think about wholesale funding differently. So you might see more relief on deposits that would cause the consumer to, to follow faster. But the, the pace at which consumer betas come down is always the question there. Great. Thank you so much. Sure. The next question is from the line of John Pancari from Evercore. Please go ahead. Morning. Good morning. Hey, John. On the expense outlook, just wanted to see if you could give us a little bit more color. You know, I know Q3 came in a little bit above expectations, and some of that is on fee revenue. But, as you look at Q4 and your flat expectation for 2024, can you maybe talk about the puts and takes there? Like, what are some of the areas where you could see pressure, and where do you really see an opportunity to either pull back and keep numbers stable? Thank you. Sure. So, let me just hit the Q3 for a second, John, because I just want to clarify. So we came in a little bit high, as you mentioned. I would just point to kind of about $20 million of one-time costs in that, in the quarter, related to a legal reserve build, a Visa settlement that came in, in late in the quarter, and then some elevated medical claims. I think net of those, we were sort of consistent with the relatively stable guidance. The core in Q4, we think, will be consistent there as well. Again, relatively stable. Just to reiterate, kind of pointing out a couple very or a few very identifiable one-timers, namely FDIC assessment, should it come through, some additional expense management related charges, and a, and a pension charge. So relative, or net of those, we feel like it'll be stable. The big move also in the quarter was around personnel, and that was primarily driven by the change in stock price. So that, you know, that is a variable. But, the work that we did earlier in the year, as Chris referenced, kind of the beginning of the year, getting 2023 flat, and some of the work we're doing in anticipation of making 2024 flat, aside from the charges we take, will provide a little bit of tailwind on expenses in the quarter, and we continue to push hard on real estate and things like, you know, third-party contracts, which we, we historically have talked to, but, you know, we're moving more and more away from third parties and more focused on using our own folks to, to do the work we're doing. So we think we have that circled. And, you know, there's obviously always surprises that can come through, but we feel pretty good about the core stability. And that real estate rationalization and the third-party contracts, are they the main areas of opportunity as you look at 2024 as well? There will be, as Chris said, as you kind of shrink the balance sheet, you do have to shrink the expense base, and our largest cost is personnel, so there'll, of course, be some personnel related to that. But, you know, we are starting to understand the trajectory of in-office now, and I think we're going to be even more aggressive than we have been about real estate positioning. And third, you know, again, those third-party contracts. So I would view it as, you know, meaningful pieces of all three of those, but certainly people will be part of it. And John, it's Chris. We'll, we'll continue to work across the board on all of these things. We're down from an FTE perspective in the last year, about 900 people, teammates. And so, as we continue to focus on simplifying our business, streamlining our business, being a smaller, simpler, more profitable company, we'll have, we'll have more to say on that in the Q4 after we wrap up the Q4. Got it. All right. Thanks, Chris. If I could just ask one last one. On the commercial portfolio, Shared National Credit, sorry if I missed this, but have you sized up the size of that Shared National Credit book, and then what portion of it that you're lead agent? So we've never, we've never given numbers around the SNC book. Everyone obviously just got their SNC results, and I can tell you, in all of my time in this business, our results were the absolute best we've ever had. But we've never disclosed the numbers in terms of dollars or amounts. Okay. Any plans to? No, we really had. It's just something that we haven't disclosed in the past. But as I said, we just got our results back, John, and just very, very pleased with them. Got it. Okay. Thanks so much, Chris. The next question is from the line of Manan Gosalia from Morgan Stanley. Please go ahead. Hi, good morning. Good morning, Manan. On the RWA reduction, you know, it sounds like you're saying $10 billion down is the right level, and you don't see the need to do any more next year. But does that mean you can, you can grow next year, and can you lean into loan growth a little bit in certain areas? And if so, does the level of rates in the 10-year matter, right? So if the 10-year moves higher from here, does that mean you have to do a little bit more on the RWA side, or does that not really matter? So it's a great question. When I was answering Erika's question—it's Chris. When I was answering Erika's question, we're not going to be leaning into RWA reduction in the manner that we have this year. But make no mistake, we will continue to go through every portfolio we have and rationalize our RWAs, because that's the raw material for us to also be expanding our client base. So we're not done on the RWA side. The point I was trying to make is, at this point in our cycle, we're going to be doing both. Got it. Okay. And then, as we think about cash and liquidity levels, I think you noted there might still be some more room to bring down cash a little bit. A lot of your peers seem to be building cash quite meaningfully this quarter. So how are you thinking about the right levels of liquidity? You know, is it just a function of you might be replacing the maturing Treasuries with cash or with other low duration Treasuries? And what's the right level you think you need to hold right now? Yeah, good question. So historically, Manan, we would have been kind of $2 billion on any given day. I think we went as high as 11 or 12 this year in the kind of six, seven, eight range in the quarter. I think we'd migrate that down to four-five over time. But your view on, as Treasuries mature, holding those in cash or a shorter duration Treasury portfolio is the right way to think about it. Got it. Thank you. Thank you. Our next question is from the line of Matt O'Connor. Please go ahead. Good morning. Wanted to follow up on expenses and a couple things. I guess first, what's the base of expense for this year that you're trying to keep flat to? Because you have some items coming in 4Q, called out from this quarter and obviously had some in 1Q as well. So what's the base as we think about flat costs for 2024 that you're targeting? I would think the range of kind of $4.4 billion, Matt. Okay, that's helpful. And then the pension settlement charge, just for modeling purposes, I know that's the guidance for 4Q. But how much do you expect that to be? We said 15-20, in that range. Oh, okay. Sorry, I missed that. Yeah. Then just lastly, anything on the criticized loans? Not everybody discloses this, but you've got a slide in your deck that shows it and it's, you know, bumped up a couple of quarters in a row here. Yeah. Is that just kind of normal progression, or what would you call out there? Yeah, that's just, Matt, that's us just very critically grading our portfolio. There'd be a few categories in there as we look through it. Transportation would be one, healthcare would be another. There's some consumer product type businesses there, but, we take a fair amount of pride in, and Mark Midkiff is here in the room with us, of really going through with a fine-tooth comb. I don't think there's any additional loss content there, but at this point in the cycle, and you start looking at anyone that has floating rate debt, you know, I think you need to look at that pretty critically. So that's really the genesis of it going from 3.3%- 3.9%. Okay, that's helpful. Thank you. Thanks, Matt. Our next question is from Ebrahim Poonawala, from Bank of America. Please go ahead. Good morning. Morning. Just had a quick follow-up, Clark, for you. So, I guess going back to some of the discussion you had with Ken. When we look at the $46 million in NII that's going to come in from the roll-off in the Q4, your NII guidance is flat. So ex that $46 million NII would be down 5% quarter-over-quarter. And I appreciate there are a bunch of moving pieces. As we think about the core level of NII beyond Q4, RWA optimization, depository pricing, like, what's your expectation for those deposits for the NII? Sorry. Does that NII hold flat, or do you still expect that NII, just on a core basis, to drift lower? Yeah. So, when you say a core basis—sorry, just I want to make sure I'm understanding the question. If you remove the lift from the slide 9 that you have from the swaps and the Treasury maturities, if we didn't have that, what, in your view, would NII do through the next few quarters? Oh, I got it. Well, so not to be picking word choices, but I would say the core is actually without those positions. Because the underlying business is reflected there. Yep. That's an important, I think- Sure ... quality of business point to make. But, I think, you know, you're right on puts and takes, and obviously, if rates, using the forward curve, if rates were to, you know, stay flat, we have seen already in the kind of Q2 to Q3 trajectory, deposit pricing has slowed. I think NIB, while running off still a bit, is stabilizing. So you'll still see some drift in those deposit costs. I think the places where, and, and obviously we're continuing to shrink the loan book a little bit, so those create some headwinds. As we did say, though, we are moving aggressively to reduce wholesale funding costs as well, and those are, you know, obviously relative to deposit costs, generally higher. So that will provide a little bit of relief against those, the, you know, the trends that you're talking about. So, I would focus more on, you know, what do we think the core business is doing from a performance standpoint, which, which we would view without those, without those swaps and Treasuries. We did say, you know, at or near the bottom on NII, I feel good about that again, assuming the forward curve. The one hesitation I have on that, honestly, Ebrahim, is Q1, as you know, has one fewer day, which has some impacts and always has seasonality and deposit balances. So if you go back a decade, other than 2021, which was an anomaly for pandemic-related reasons, we've always been down kind of 1%-3% on deposit balances in the Q1. Those are the components we're working through, and we'll have a clearer, cleaner view on 2024 when we guide on the Q4 call. Well, that's helpful. Yeah, all I'm trying to get to is, if we are at $920 million in the fourth quarter, the roll-off should take that $900 million-$1.1 billion, something in that vicinity. And I'm just trying to think what would be the mitigants to getting to a $1.1 billion quarterly NII by the end of next year. But, that is good color. Thank you. That's all I have. Thank you. Our next question is from Bill Carcache from Wolfe Research. Please go ahead. Thank you. Good morning, Chris and Clark. I wanted to follow up on the points you've made around the NII opportunity from repricing. There's a debate around the possibility that some of the upside from the repricing of the swaps and the securities could be offset by the need to further reduce our RWA levels beyond that $10 billion level that you've highlighted. And, again, I think you've talked around some of the surrounding points, but maybe if you could speak to that specifically, that would be helpful. Yeah, so, so maybe just to clarify so that we're all talking about the same thing. That page nine, I believe, which we've shared a few quarters in a row now, just to make sure, right? That is focused on specifically the impact from the Treasuries and the swaps. So as we've said before, there are other components when rates go up and that improves, there are obviously funding pressures as well that come in. And conversely, when rates come down and these numbers look a little lower, there's funding pressure relief. So just want to make sure that we are isolating the thing that we're talking about. As it relates to this pool, Bill, this is obviously hedging a portion of the loan book and not all of the loan book. So, even if we reduce loans, we expect we would see the benefits here, but there are obviously NII pressures if we were to continue to reduce the loan book beyond what we've talked about. Does that answer your question? Understood. No, that is helpful. If I may, separately, wanted to ask if you have a feel like you have a good handle on key customers that had put on swaps when we were still in a low rate environment and are now going to be facing, pressure from rates resetting higher. Just any color that you can give on that dynamic? I know that credit metrics are very good, but, you know, I guess, any color on that dynamic across your commercial portfolio. And, you know, to the extent that you feel that's contemplated, in any allowance, that would be great. Yeah. So there's no... Bill, it's Chris. There's no question. One of the things that we are so focused on, this gets back to the answer that I gave around criticized, the increase in criticized loans. We are looking at any customers that are exposed to rate increases, however they are so exposed. And so, because we have the primary relationship, we know a lot about these customers. And to the extent we have visibility on that, yes, we are looking at that, and yes, it's factored into our numbers. Understood. Thank you. Thank you for taking my questions. Sure, Bill. Thank you. The next question is from Steven Alexopoulos from JP Morgan. Please go ahead. Hey, good morning, everyone. Hey, Steve. I want to start. So on positive operating leverage, if we look at the Q3, revenue is down 17% or so year-over-year, expenses flat. Just given the trajectory of revenue through 2023, is there any chance you could deliver positive operating leverage in 2024? And I know you said you plan to hold expenses flat, but do you feel more of a sense of urgency to do more on the expense side? I think the last time you actually delivered positive operating leverage, at least of consequence, was 2019. So we'll give -- as we mentioned, we're going to give guidance with respect, Steve, to 2024 when we report our Q4 numbers, but we do feel the urgency to continue to do more on expenses. Just to remind you, we took out $200 million of expenses in the Q1, which is about 4%. And we are actively, right now, as I mentioned, simplifying our business. We're shrinking RWAs. We will come out with more detail in the Q4. But yes, we do feel a sense of urgency to rationalize the cost base, particularly because, as I said, we're going to be a smaller, simpler company. Okay. Is there any chance you think, Chris, that you do deliver positive operating leverage next year? I know we'll get more next quarter, but how are you thinking right now? We'll know more when we finish our planning for 2024, Steve. Okay. And then separately, obviously, a lot of investor focus on your capital levels. I'm curious, given what we've seen out of the five-year and ten-year part of the curve so far, how does that change the projected AOCI impact for, year-end? So what you're calling out at slide 13 here. Sorry, Steve, it's Clark. Can you just be a little clearer? How does it change? So in other words, rates are moving up, which is working- Yeah. -against your AOCI, and you're saying- Yeah. You use the forward curve. I don't believe the forward curve in September- Yeah -contemplated the five or 10-year where it is. So where you're saying you'll go from -6.6 to 6.2, how does that 6.2 change given what we've seen in the intermediate part of the curve? Got it. I don't have that number in front of me. It's obviously up, given we're really sort of focused on the five year. So, you know, we have taken, as we talked about, some steps to at least mitigate that. But clearly, when rates are moving at this magnitude, you can't cover all of it. So we continue to watch that closely. We managed TCE, I think, reasonably well in the quarter, given some of those changes that you've talked about. But we're really focused on, on managing, you know, assuming, as Chris said, to the, to the contemplated new capital rules and timeframe, making sure that we're in a position to get our capital in the right level as things phase in and, and markets move, and we'll, take the steps that we need to take to be compliant with those rules. Okay, fair enough. Thanks for taking my questions. Sure. Thanks, Steve. Thank you. At this time, there are no further questions in queue, and I would like to turn the conference back to CEO, Chris Gorman, for closing remarks. Please go ahead. Again, we thank you for participating in our call today. If you have any follow-up questions, you can direct them to our investor relations team, 216-689-4221. That concludes our remarks. Thank you again, and have a good afternoon. Goodbye. Thank you. And ladies and gentlemen, that does conclude our conference for today. Thank you for your participation and for using AT&T Event Conferencing. You may now disconnect.