Our basic and diluted earnings per Common Share are calculated as follows:


	Three months ended June 30,				Six months ended June 30,
dollars in millions, except per share amounts	2013		2012		2013		2012

EARNINGS
Income (loss) from continuing operations	$	199	$	227	$	401	$	428
Less: Net income (loss) attributable to noncontrolling interests		—		5		1		5

Income (loss) from continuing operations attributable to Key		199		222		400		423
Less: Dividends on Series A Preferred Stock		6		5		11		11

Income (loss) from continuing operations attributable to Key common shareholders		193		217		389		412
Income (loss) from discontinued operations, net of taxes ^(a)		5		14		8		13

Net income (loss) attributable to Key common shareholders	$	198	$	231	$	397	$	425


WEIGHTED-AVERAGE COMMON SHARES
Weighted-average common shares outstanding (000)		913,736		944,648		917,008		946,995
Effect of dilutive convertible preferred stock, common share options and other stock awards (000)		4,892		3,439		5,311		4,034

Weighted-average common shares and potential common shares outstanding (000)		918,628		948,087		922,319		951,029


EARNINGS PER COMMON SHARE

Income (loss) from continuing operations attributable to Key common shareholders	$	.21	$	.23	$	.42	$	.44
Income (loss) from discontinued operations, net of taxes ^(a)		.01		.01		.01		.01
Net income (loss) attributable to Key common shareholders ^(b)		.22		.24		.43		.45

Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution	$	.21	$	.23	$	.42	$	.43
Income (loss) from discontinued operations, net of taxes ^(a)		.01		.01		.01		.01
Net income (loss) attributable to Key common shareholders — assuming dilution ^(b)		.22		.24		.43		.45

(a)

In April 2009, we decided to wind down the operations of Austin, a subsidiary that specialized in managing hedge fund investments for institutional customers. In September 2009, we decided to discontinue the education lending business conducted through Key Education Resources, the education payment and financing unit of KeyBank. In February 2013, we decided to sell Victory to a private equity fund. As a result of these decisions, we have accounted for these businesses as discontinued operations. For further discussion regarding the income (loss) from discontinued operations see Note 11. (“Acquisitions and Discontinued Operations”).

(b)	EPS may not foot due to rounding.