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


	Three months ended September 30,					Nine months ended September 30,
dollars in millions, except per share amounts	2013			2012		2013		2012
EARNINGS
Income (loss) from continuing operations	$	234		$	218	$	635	$	646
Less: Net income (loss) attributable to noncontrolling interests		(1	)		2		—		7

Income (loss) from continuing operations attributable to Key		235			216		635		639
Less: Dividends on Series A Preferred Stock		6			5		17		16

Income (loss) from continuing operations attributable to Key common shareholders		229			211		618		623
Income (loss) from discontinued operations, net of taxes ^(a)		37			3		45		16

Net income (loss) attributable to Key common shareholders	$	266		$	214	$	663	$	639

WEIGHTED-AVERAGE COMMON SHARES
Weighted-average common shares outstanding (000)		901,904			936,223		911,918		943,378
Effect of dilutive convertible preferred stock, common share options and other stock awards (000)		26,950			4,541		5,661		4,204

Weighted-average common shares and potential common shares outstanding (000)		928,854			940,764		917,579		947,582

EARNINGS PER COMMON SHARE

Income (loss) from continuing operations attributable to Key common shareholders	$	.25		$	.23	$	.68	$	.66
Income (loss) from discontinued operations, net of taxes ^(a)		.04			—		.05		.02
Net income (loss) attributable to Key common shareholders ^(b)		.29			.23		.73		.68

Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution	$	.25		$	.22	$	.67	$	.66
Income (loss) from discontinued operations, net of taxes ^(a)		.04			—		.05		.02
Net income (loss) attributable to Key common shareholders — assuming dilution ^(b)		.29			.23		.72		.67

(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.