KeyBank 2015 Annual Report Download - page 224

As described below, KeyBank and KeyCorp have a number of programs that support our long-term financing
needs.
Global bank note program. In August 2012, KeyBank adopted a Global Bank Note Program permitting the
issuance of up to $20 billion of notes domestically and abroad. On September 29, 2015, KeyBank updated its
Global Bank Note Program, authorizing the issuance of up to $20 billion of notes domestically and abroad,
separate from the $20 billion authorized under the program in 2012. There will be no additional notes issued
under the 2012 authorization. Under the program, KeyBank is authorized to issue notes with original maturities
of seven days or more for senior notes or five years or more for subordinated notes. Notes may be denominated
in U.S. dollars or in foreign currencies. Amounts outstanding under the program and any prior bank note
programs are classified as “long-term debt” on the balance sheet.
Prior to updating its Global Bank Note Program on September 29, 2015, KeyBank issued the following notes
under the Global Bank Note Program in 2014 and 2015: on November 24, 2014, $750 million of 2.50% Senior
Notes due December 15, 2019; on February 12, 2015, $1 billion of 2.250% Senior Bank Notes due March 16,
2020; and on June 1, 2015, $750 million of 1.70% Senior Bank Notes and $250 million of Floating Rate Senior
Notes each due June 1, 2018, and $750 million of 3.30% Senior Bank Notes due June 1, 2025. At December 31,
2015, $20 billion remained available for future issuance under the updated Global Bank Note Program.
Separately from the Global Bank Note Program, on May 22, 2015, KeyBank remarketed $300 million of 3.18%
Term Enhanced ReMarketable Securities senior debt.
KeyCorp shelf registration, including Medium-Term Note Program.KeyCorp has a shelf registration
statement on file with the SEC under rules that allow companies to register various types of debt and equity
securities without limitations on the aggregate amounts available for issuance. KeyCorp also maintains a
Medium-Term Note Program that permits KeyCorp to issue notes with original maturities of nine months or
more. On September 15, 2015, KeyCorp issued $1 billion of 2.90% Medium-Term Notes due September 15,
2020. At December 31, 2015, KeyCorp had authorized and available for issuance up to $3 billion of additional
debt securities under the Medium-Term Note Program.
Issuances of capital securities or preferred stock by KeyCorp must be approved by the Board and cannot be
objected to by the Federal Reserve.
19. Trust Preferred Securities Issued by Unconsolidated Subsidiaries
We own the outstanding common stock of business trusts formed by us that issued corporation-obligated
mandatorily redeemable trust preferred securities. The trusts used the proceeds from the issuance of their trust
preferred securities and common stock to buy debentures issued by KeyCorp. These debentures are the trusts’
only assets; the interest payments from the debentures finance the distributions paid on the mandatorily
redeemable trust preferred securities. The outstanding common stock of these business trusts is recorded in
“other investments” on our balance sheet.
We unconditionally guarantee the following payments or distributions on behalf of the trusts:
/required distributions on the trust preferred securities;
/the redemption price when a capital security is redeemed; and
/the amounts due if a trust is liquidated or terminated.
The Regulatory Capital Rules, discussed in “Supervision and regulation” in Item 1 of this report, implement a
phase-out of trust preferred securities as Tier 1 capital, consistent with the requirements of the Dodd-Frank Act.
For “standardized approach” banking organizations such as Key, the phase-out period began on January 1, 2015,
and starting in 2016 requires us to treat our mandatorily redeemable trust preferred securities as Tier 2 capital.
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