Cover and table of contents

15K characters. Original on sec.gov · Markdown

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, 2025

☐ 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

Exact name of registrant as specified in its charter:


Ohio			34-6542451
State or other jurisdiction of incorporation or organization:			I.R.S. Employer Identification Number:


127 Public Square,			Cleveland,			Ohio			44114-1306
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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $1 par value	KEY	New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate	KEY PrI	New 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 PrJ	New 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 PrK	New York Stock Exchange
Cumulative Preferred Stock, Series G)
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-	KEY PrL	New York Stock Exchange
Cumulative Preferred Stock, Series H)

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 each			1,096,515,839 shares
Title of class			Outstanding at July 31, 2025

KEYCORP

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION


		Page Number
Item 1.	Financial Statements	49

	Consolidated Balance Sheets	49

	Consolidated Statements of Income	50

	Consolidated Statements of Comprehensive Income	51

	Consolidated Statements of Changes in Equity	52

	Consolidated Statements of Cash Flows	53

	Notes to Consolidated Financial Statements (Unaudited)	54

	Note 1. Basis of Presentation and Accounting Policies	54
	Note 2. Earnings Per Common Share	54
	Note 3. Loan Portfolio	55
	Note 4. Asset Quality	55
	Note 5. Fair Value Measurements	68
	Note 6. Securities	73
	Note 7. Derivatives and Hedging Activities	75
	Note 8. Mortgage Servicing Assets	80
	Note 9. Leases	81
	Note 10. Goodwill	82
	Note 11. Variable Interest Entities	82
	Note 12. Income Taxes	84
	Note 13. Discontinued Operations	85

	Note 14. Employee Benefits	85
	Note 15. Trust Preferred Securities Issued by Unconsolidated Subsidiaries	85
	Note 16. Contingent Liabilities and Guarantees	86
	Note 17. Accumulated Other Comprehensive Income	88
	Note 18. Shareholders’ Equity	89
	Note 19. Business Segment Reporting	90
	Note 20. Revenue from Contracts with Customers	92


	Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	93


Item 2.	Management’s Discussion & Analysis of Financial Condition & Results of Operations	4
	Introduction	4
	Terminology	4
	Forward-looking statements	5


	Executive overview	7
	Business outlook	7
	Demographics	7
	Supervision and regulation	8
	Results of Operations	11
	Earnings overview	11
	Net interest income	11
	Provision for credit losses	15
	Noninterest income	15
	Noninterest expense	17
	Income taxes	19
	Business Segment Results	19
	Consumer Bank	19
	Commercial Bank	20
	Financial Condition	22
	Loans and loans held for sale	22
	Securities	27
	Deposits and other sources of funds	29
	Capital	30
	Risk Management	33
	Overview	33
	Market risk management	35
	Liquidity risk management	39
	Credit risk management	41
	Operational and compliance risk management	45
	GAAP to Non-GAAP Reconciliations	46
	Critical Accounting Policies and Estimates	47
	Accounting and Reporting Developments	48
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	94
Item 4.	Controls and Procedures	94


	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	94
Item 1A.	Risk Factors	94
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	94
Item 5.	Other Information	95
Item 6.	Exhibits	96
	Signature	97

PART I. FINANCIAL INFORMATION

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