Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q/A

Amendment No. 1

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-11302

KeyCorp

key-20210331_g1.jpg

Exact name of registrant as specified in its charter:

Ohio34-6542451
State or other jurisdiction of incorporation or organization:I.R.S. Employer Identification Number:
127 Public Square,Cleveland,Ohio44114-1306
Address of principal executive offices:Zip Code:

(216) 689-3000

Registrant’s telephone number, including area code:

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, $1 par valueKEYNew York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating RateKEY PrINew York Stock Exchange
Perpetual Non-Cumulative Preferred Stock, Series E)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-KEY PrJNew York Stock Exchange
Cumulative Preferred Stock, Series F)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-KEY PrKNew York Stock Exchange
Cumulative Preferred Stock, Series G)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐
Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Shares with a par value of $1 each970,519,438 shares
Title of classOutstanding at April 29, 2021

Explanatory Note

The sole purpose of this Amendment No.1 to KeyCorp’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed with the Securities and Exchange Commission on May 4, 2021 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-Q provides the consolidated financial statements and related notes from the Form 10-Q formatted in eXtensible Business Reporting Language (XBRL).

No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

KEYCORP

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Page Number
Item 1.Financial Statements51
Consolidated Balance Sheets51
Consolidated Statements of Income52
Consolidated Statements of Comprehensive Income53
Consolidated Statements of Changes in Equity54
Consolidated Statements of Cash Flows55
Notes to Consolidated Financial Statements (Unaudited)56
Note 1. Basis of Presentation and Accounting Policies56
Note 2. Earnings Per Common Share58
Note 3. Loan Portfolio58
Note 4. Asset Quality59
Note 5. Fair Value Measurements68
Note 6. Securities73
Note 7. Derivatives and Hedging Activities75
Note 8. Mortgage Servicing Assets79
Note 9. Leases81
Note 10. Goodwill81
Note 11. Variable Interest Entities82
Note 12. Income Taxes83
Note 13. Acquisitions and Discontinued Operations83
Note 14. Securities Financing Activities84
Note 15. Employee Benefits85
Note 16. Trust Preferred Securities Issued by Unconsolidated Subsidiaries85
Note 17. Contingent Liabilities and Guarantees86
Note 18. Accumulated Other Comprehensive Income87
Note 19. Shareholders’ Equity88
Note 20. Business Segment Reporting88
Note 21. Revenue from Contracts with Customers90
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm91
Item 2.Management’s Discussion & Analysis of Financial Condition & Results of Operations5
Introduction5
Terminology5
Forward-looking statements6
Long-term financial targets8
Selected financial data9
Strategic developments10
Demographics10
Supervision and regulation11
Results of Operations14
Earnings overview14
Net interest income14
Provision for credit losses17
Noninterest income17
Noninterest expense19
Income taxes21
Business Segment Results21
Consumer Bank21
Commercial Bank22
Financial Condition23
Loans and loans held for sale24
Securities30
Deposits and other sources of funds32
Capital32
Risk Management35
Overview35
Market risk management35
Liquidity risk management39
Credit risk management41
Operational and compliance risk management45
GAAP to Non-GAAP Reconciliations47
Critical Accounting Policies and Estimates48
Accounting and Reporting Developments48
European Sovereign and Nonsovereign Debt Exposures50
Item 3.Quantitative and Qualitative Disclosure about Market Risk92
Item 4.Controls and Procedures92
PART II. OTHER INFORMATION
Item 1.Legal Proceedings92
Item 1A.Risk Factors92
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds92
Item 6.Exhibits93
Signature94

PART I. FINANCIAL INFORMATION

Next: Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations