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 June 30, 2022

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-20220630_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 each932,658,580 shares
Title of classOutstanding at July 29, 2022

KEYCORP

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Page Number
Item 1.Financial Statements47
Consolidated Balance Sheets47
Consolidated Statements of Income48
Consolidated Statements of Comprehensive Income49
Consolidated Statements of Changes in Equity50
Consolidated Statements of Cash Flows51
Notes to Consolidated Financial Statements (Unaudited)52
Note 1. Basis of Presentation and Accounting Policies52
Note 2. Earnings Per Common Share54
Note 3. Loan Portfolio54
Note 4. Asset Quality55
Note 5. Fair Value Measurements65
Note 6. Securities71
Note 7. Derivatives and Hedging Activities73
Note 8. Mortgage Servicing Assets78
Note 9. Leases80
Note 10. Goodwill80
Note 11. Variable Interest Entities81
Note 12. Income Taxes82
Note 13. Acquisitions and Discontinued Operations83
Note 14. Securities Financing Activities83
Note 15. Employee Benefits84
Note 16. Trust Preferred Securities Issued by Unconsolidated Subsidiaries84
Note 17. Contingent Liabilities and Guarantees85
Note 18. Accumulated Other Comprehensive Income87
Note 19. Shareholders’ Equity88
Note 20. Business Segment Reporting88
Note 21. Revenue from Contracts with Customers90
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)92
Item 2.Management’s Discussion & Analysis of Financial Condition & Results of Operations4
Introduction4
Terminology4
Forward-looking statements5
Long-term financial targets7
Strategic developments8
Demographics8
Supervision and regulation8
Results of Operations12
Earnings overview12
Net interest income12
Provision for credit losses16
Noninterest income16
Noninterest expense18
Income taxes20
Business Segment Results20
Consumer Bank20
Commercial Bank21
Financial Condition22
Loans and loans held for sale23
Securities27
Deposits and other sources of funds29
Capital30
Risk Management32
Overview32
Market risk management32
Liquidity risk management37
Credit risk management38
Operational and compliance risk management42
GAAP to Non-GAAP Reconciliations44
Critical Accounting Policies and Estimates45
Accounting and Reporting Developments46
Item 3.Quantitative and Qualitative Disclosure about Market Risk93
Item 4.Controls and Procedures93
PART II. OTHER INFORMATION
Item 1.Legal Proceedings93
Item 1A.Risk Factors93
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds93
Item 6.Exhibits94
Signature95

PART I. FINANCIAL INFORMATION

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