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

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

For the quarterly period ended September 30, 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-20210930_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 each931,058,285 shares
Title of classOutstanding at October 29, 2021

KEYCORP

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Page Number
Item 1.Financial Statements53
Consolidated Balance Sheets53
Consolidated Statements of Income53
Consolidated Statements of Comprehensive Income54
Consolidated Statements of Changes in Equity55
Consolidated Statements of Cash Flows56
Notes to Consolidated Financial Statements (Unaudited)57
Note 1. Basis of Presentation and Accounting Policies57
Note 2. Earnings Per Common Share59
Note 3. Loan Portfolio59
Note 4. Asset Quality60
Note 5. Fair Value Measurements70
Note 6. Securities76
Note 7. Derivatives and Hedging Activities78
Note 8. Mortgage Servicing Assets83
Note 9. Leases85
Note 10. Goodwill87
Note 11. Variable Interest Entities86
Note 12. Income Taxes88
Note 13. Acquisitions and Discontinued Operations88
Note 14. Securities Financing Activities89
Note 15. Employee Benefits89
Note 16. Trust Preferred Securities Issued by Unconsolidated Subsidiaries90
Note 17. Contingent Liabilities and Guarantees90
Note 18. Accumulated Other Comprehensive Income92
Note 19. Shareholders’ Equity93
Note 20. Business Segment Reporting94
Note 21. Revenue from Contracts with Customers96
Report of Independent Registered Public Accounting Firm97
Item 2.Management’s Discussion & Analysis of Financial Condition & Results of Operations4
Introduction4
Terminology4
Forward-looking statements5
Long-term financial targets7
Selected financial data8
Strategic developments9
Demographics9
Supervision and regulation9
Results of Operations14
Earnings overview14
Net interest income14
Provision for credit losses18
Noninterest income18
Noninterest expense20
Income taxes22
Business Segment Results22
Consumer Bank22
Commercial Bank23
Financial Condition24
Loans and loans held for sale25
Securities31
Deposits and other sources of funds33
Capital34
Risk Management37
Overview37
Market risk management37
Liquidity risk management41
Credit risk management43
Operational and compliance risk management47
GAAP to Non-GAAP Reconciliations49
Critical Accounting Policies and Estimates50
Accounting and Reporting Developments51
European Sovereign and Nonsovereign Debt Exposures52
Item 3.Quantitative and Qualitative Disclosure about Market Risk98
Item 4.Controls and Procedures98
PART II. OTHER INFORMATION
Item 1.Legal Proceedings98
Item 1A.Risk Factors98
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds99
Item 6.Exhibits100
Signature101

PART I. FINANCIAL INFORMATION

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