8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 18, 2013

(Exact Name of Registrant as Specified in Charter)

001-11302

(Commission File Number)

OHIO	34-6542451
(State or other jurisdiction of incorporation)	(State or other jurisdiction of incorporation)

127 Public Square

Cleveland, Ohio 44114-1306

(Address of principal executive offices and zip code)

(216) 689-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

KeyCorp’s first quarter 2013 financial results, which were released earlier today, included consolidated statements of income reflecting information for first quarter of 2013 and the first and fourth quarters of 2012. The noninterest income line items in those consolidated statements of income reflected Key’s current business mix. In addition, in February 2013, Key announced that it has agreed to sell its investment subsidiary, Victory Capital Management, and its broker-dealer affiliate, Victory Capital Advisors (collectively, “Victory”), to a private equity fund. The consolidated statements of income included in Key’s first quarter 2013 financial results therefore accounted for Victory as a discontinued operation. Attached as Exhibit 99.1 are additional consolidated statements of income for the second and third quarters of 2012 and the twelve months ended December 31, 2012, presented consistently with the consolidated statements of income provided in KeyCorp’s first quarter 2013 financial results.

The information presented in this Item 8.01, and the Additional Consolidated Statements of Income attached as Exhibit 99.1, are deemed “furnished” and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into filings under the Securities Act of 1933, as amended.

Item 9.01 Exhibits

Exhibit 99.1       Additional Consolidated Statements of Income

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KeyCorp
Date: April 18, 2013	/s/ Jeffrey B. Weeden
	By:	Jeffrey B. Weeden
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Consolidated Statements of Income (Unaudited)

(dollars in millions, except per share amounts)

	Twelve months ended			Three months ended
	12-31-12			3-31-13		12-31-12			9-30-12			6-30-12		3-31-12
Interest income
Loans	$	2,155		$	548	$	563		$	538		$	518	$	536
Loans held for sale		20			4		5			5			5		5
Securities available for sale		399			80		85			93			105		116
Held-to-maturity securities		69			18		19			21			17		12
Trading account assets		18			6		3			4			5		6
Short-term investments		6			2		2			1			2		1
Other investments		38			9		11			9			10		8
Total interest income		2,705			667		688			671			662		684
Interest expense
Deposits		257			45		49			60			71		77
Federal funds purchased and securities sold under repurchase agreements		4			1		1			1			1		1
Bank notes and other short-term borrowings		7			1		2			1			2		2
Long-term debt		173			37		35			37			50		51
Total interest expense		441			84		87			99			124		131
Net interest income		2,264			583		601			572			538		553
Provision (credit) for loan and lease losses		229			55		57			109			21		42
Net interest income (expense) after provision for loan and lease losses		2,035			528		544			463			517		511
Noninterest income (a)
Trust and investment services income		375			95		95			94			90		96
Investment banking and debt placement fees		327			79		110			83			73		61
Service charges on deposit accounts		287			69		75			74			70		68
Operating lease income and other leasing gains		195			23		19			66			58		52
Corporate services income		168			45		41			39			44		44
Cards and payments income		135			37		38			37			31		29
Corporate-owned life insurance income		122			30		36			26			30		30
Consumer mortgage income		40			7		11			11			9		9
Net gains (losses) from principal investing		72			8		2			11			24		35
Other income (b)		135			32		12			77			28		18
Total noninterest income		1,856			425		439			518			457		442
Noninterest expense
Personnel		1,570			391		422			399			377		372
Net occupancy		260			64		69			65			62		64
Computer processing		164			39		38			42			43		41
Business services and professional fees		190			35		54			48			51		37
Equipment		107			26		27			27			27		26
Operating lease expense		57			12		12			13			15		17
Marketing		68			6		20			18			17		13
FDIC assessment		31			8		8			7			8		8
Intangible asset amortization on credit cards		14			8		8			6			—		—
Other intangible asset amortization		9			4		4			3			1		1
Provision (credit) for losses on lending-related commitments		(16	)		3		(14	)		(8	)		6		—
OREO expense, net		15			3		1			1			7		6
Other expense		349			82		85			91			79		94
Total noninterest expense		2,818			681		734			712			693		679
Income (loss) from continuing operations before income taxes		1,073			272		249			269			281		274
Income taxes		231			70		53			51			54		73
Income (loss) from continuing operations		842			202		196			218			227		201
Income (loss) from discontinued operations, net of taxes (c)		23			3		7			3			14		(1	)
Net income (loss)		865			205		203			221			241		200
Less: Net income (loss) attributable to noncontrolling interests		7			1		—			2			5		—
Net income (loss) attributable to Key	$	858		$	204	$	203		$	219		$	236	$	200
Income (loss) from continuing operations attributable to Key common shareholders	$	813		$	196	$	190		$	211		$	217	$	195
Net income (loss) attributable to Key common shareholders		836			199		197			214			231		194
Per common share
Income (loss) from continuing operations attributable to Key common shareholders	$	.87		$	.21	$	.21		$	.23		$	.23	$	.21
Income (loss) from discontinued operations, net of taxes (c)		.02			—		.01			—			.01		—
Net income (loss) attributable to Key common shareholders (d)		.89			.22		.21			.23			.24		.20
Per common share — assuming dilution
Income (loss) from continuing operations attributable to Key common shareholders	$	.86		$	.21	$	.20		$	.22		$	.23	$	.20
Income (loss) from discontinued operations, net of taxes (c)		.02			—		.01			—			.01		—
Net income (loss) attributable to Key common shareholders (d)		.89			.21		.21			.23			.24		.20
Cash dividends declared per common share	$	.18		$	.05	$	.05		$	.05		$	.05	$	.03
Weighted-average common shares outstanding (000)		938,941			920,316		925,725			936,223			944,648		949,342
Weighted-average common shares and potential common shares outstanding (000) (e)		943,259			926,051		930,382			940,764			948,087		953,971

(a) The noninterest income line items have been changed for all prior periods presented to reflect Key’s current business mix.

(b) For the three months ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012, and March 31, 2012, Key did not have any impairment losses related to securities.

(c) In April 2009, management decided to wind down the operations of Austin Capital Management, Ltd., a subsidiary that specialized in managing hedge fund investments for institutional customers. In September 2009, management decided to discontinue the education lending business conducted through Key Education Resources, the education payment and financing unit of KeyBank National Association. In February 2013, Key announced that it has agreed to sell its investment subsidiary, Victory Capital Management, and its broker-dealer affiliate, Victory Capital Advisors, to a private equity fund. As a result of these decisions, Key has accounted for these business as discontinued operations.

(d) Earnings per share may not foot due to rounding.

(e) Assumes conversion of stock options and/or Preferred Series A shares, as applicable.