01—Abstract
Summary
Summary of the 10-K/A filed August 9, 2010. Cited figures are marked; the original filing is the authoritative source.
This KeyCorp amendment to its 2009 Form 10-K corrects specific items and is limited solely to those corrections.
It amends Item 8 (Financial Statements and Supplementary Data) and Item 9A (Controls and Procedures), and it updates Part IV, Item 15, with currently dated Sarbanes-Oxley certifications. The consolidated financial statements themselves are not reproduced here. They are incorporated by reference from the Financial Review section of KeyCorp's 2009 Annual Report to Shareholders, filed as Exhibit 13.
Management concluded that KeyCorp's disclosure controls and procedures were effective, in all material respects, as of the end of the period covered by the report. The filing states that no changes were made to internal control over financial reporting during the last fiscal quarter that materially affected, or were reasonably likely to materially affect, those controls. Management's Annual Report on Internal Control Over Financial Reporting, along with the Ernst & Young LLP report on it, is incorporated by reference from the Annual Report and is also reproduced in Exhibit 99.4.
Ernst & Young's report in Exhibit 99.3 states that the 2009 consolidated financial statements present fairly, in all material respects, KeyCorp's financial position and results, and that the company maintained effective internal control over financial reporting as of December 31, 2009. The exhibit index lists management compensation and benefit plans, including executive and director compensation arrangements, along with the certifications under Sections 302 and 906 and the Ernst & Young consent. Most of these exhibits are incorporated by reference from KeyCorp's Form 10-K filed March 1, 2010.
The report is signed by Robert L. Morris, Executive Vice President and Chief Accounting Officer, on August 6, 2010.
02—Key points
Key Highlights
- The filing is an amendment to KeyCorp's 2009 Form 10-K that corrects specific items; it is limited solely to those corrections.
- Item 8 amendment: the consolidated financial statements are incorporated by reference from the Financial Review section of the 2009 Annual Report to Shareholders (Exhibit 13).
- Item 9A: the CEO and CFO concluded that KeyCorp's disclosure controls and procedures were effective, in all material respects, as of the end of the period covered by the report.
- No changes were made to internal control over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, those controls.
- Ernst & Young LLP's report (Exhibit 99.4) states that KeyCorp maintained effective internal control over financial reporting as of December 31, 2009, based on COSO criteria.
- Currently dated Section 302 and 906 Sarbanes-Oxley certifications from the CEO and CFO are attached as Exhibits 31.1, 31.2, 32.1 and 32.2.
- Many executive and director compensation plans are listed in the exhibit index, most incorporated by reference from the Form 10-K filed March 1, 2010.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2009filed August 9, 2010Financial Statements
FY2009 against FY2008
| Line item | FY2009FY2008 | Change |
|---|---|---|
| Operating Income | -$1.29B-$1.29B | +0.6% |
| Interest Expense | $1.42B$2.04B | −30.5% |
| Net Income | -$1.33B-$1.47B | +9.1% |
| EPS (Basic) | $-2.34$-3.36 | +30.4% |
| EPS (Diluted) | $-2.34$-3.36 | +30.4% |
| Shares Outstanding (Basic) | 697.15M450.04M | +54.9% |
| Shares Outstanding (Diluted) | 697.15M450.04M | +54.9% |
05—Questions
Frequently Asked Questions
What did this amendment change in KeyCorp's 2009 Form 10-K?
The filing states that it amends Item 8 (Financial Statements and Supplementary Data), Item 9A (Controls and Procedures), and Item 15 of Part IV, which was updated to include currently dated certifications. It states the amendment is solely limited to the corrections described above.
Where are KeyCorp's 2009 consolidated financial statements found?
They are incorporated by reference from the Financial Review section of KeyCorp's 2009 Annual Report to Shareholders, which is filed as Exhibit 13. The filing lists the balance sheets, income statements, changes in equity, cash flows and notes, and identifies the page numbers in the Financial Review section.
Did KeyCorp's management conclude its internal controls were effective?
Yes. The CEO and CFO concluded that the design and operation of KeyCorp's disclosure controls and procedures were effective, in all material respects, as of the end of the period covered by the report. Management's Annual Report on Internal Control Over Financial Reporting is incorporated by reference, and the Ernst & Young report in Exhibit 99.4 states that internal control over financial reporting was effective as of December 31, 2009.
Who signed the amended report and when?
The report is signed for KeyCorp by Robert L. Morris, Executive Vice President and Chief Accounting Officer, dated August 6, 2010. The cover information gives a filing date of August 9, 2010.
06—Continue