KeyBank 2015 Annual Report Download - page 44

PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The dividend restrictions discussion in the “Supervision and Regulation” section in Item 1. Business of this
report, and the disclosures included in Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations and in the Notes to Consolidated Financial Statements contained in Item 8 of this
report, are incorporated herein by reference:
Page(s)
Discussion of our common shares, shareholder information and repurchase activities in the
section captioned “Capital — Common shares outstanding” ........................ 71
Presentation of annual and quarterly market price and cash dividends per common share and
discussion of dividends in the section captioned “Capital — Dividends” .............. 36,71,100
Discussion of dividend restrictions in the sections captioned “Supervision and Regulation
— Regulatory capital and liquidity — Dividend restrictions” and “Liquidity risk
management — Liquidity for KeyCorp,” Note 3 (“Restrictions on Cash, Dividends and
Lending Activities”), and Note 22 (“Shareholders’ Equity”) ........................ 14,88,136, 216
KeyCorp common share price performance (2011-2015) graph ....................... 72
From time to time, KeyCorp or its principal subsidiary, KeyBank, may seek to retire, repurchase, or exchange
outstanding debt of KeyCorp or KeyBank, and capital securities or preferred stock of KeyCorp, through cash
purchase, privately negotiated transactions, or otherwise. Such transactions, if any, depend on prevailing market
conditions, our liquidity and capital requirements, contractual restrictions, and other factors. The amounts
involved may be material.
As authorized by our Board and pursuant to our 2015 capital plan submitted to and not objected to by the Federal
Reserve, we have authority to repurchase up to $725 million of our common shares in the open market or through
privately negotiated transactions. Share repurchases under the 2015 capital plan began in the second quarter of
2015 and included repurchases to offset issuances of common shares under our employee compensation plans.
Common share repurchases under our 2015 capital plan were suspended in the fourth quarter of 2015 due to the
pending merger with First Niagara.
The following table summarizes our repurchases of our common shares for the three months ended December 31,
2015. Common shares deemed surrendered by employees in connection with our stock compensation and benefit
plans comprise the entire amount of share repurchases as disclosed in the table.
Calendar month
Total number of shares
repurchased (a)
Average price paid
per share
Total number of shares purchased as
part of publicly announced plans or
programs
Maximum number of shares that may
yet be purchased as part of
publicly announced plans or
programs (b)
October 1 — 31 2,720 $ 13.10 — 38,051,953
November 1 — 30 69 13.32 — 36,049,148
December 1 — 31 6,484 12.99 — 35,824,117
Total 9,273 $ 13.02 —
(a) Includes common shares deemed surrendered by employees in connection with our stock compensation and benefit plans to satisfy tax
obligations. There were no common shares repurchased in the open market during the fourth quarter of 2015.
(b) Calculated using the remaining general repurchase amount divided by the closing price of KeyCorp common shares as follows: on
October 31, 2015, at $12.42; on November 30, 2015, at $13.11; and on December 31, 2015, at $13.19.
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