2. Earnings Per Common Share

Basic earnings per share is the amount of earnings (adjusted for dividends declared on our preferred stock) available to each Common Share outstanding during the reporting periods. Diluted earnings per share is the amount of earnings available to each Common Share outstanding during the reporting periods adjusted to include the effects of potentially dilutive Common Shares. Potentially dilutive Common Shares include stock options and other stock-based awards. Potentially dilutive Common Shares are excluded from the computation of diluted earnings per share in the periods where the effect would be antidilutive.

Our basic and diluted earnings per Common Share are calculated as follows:
Year ended December 31,   
Dollars in millions, except per share amounts202520242023
EARNINGS
Income (loss) from continuing operations$1,828 $(163)$964 
Less: Dividends on preferred stock143 143 143 
Income (loss) from continuing operations attributable to Key common shareholders1,685 (306)821 
Income (loss) from discontinued operations, net of taxes1 
Net income (loss) attributable to Key common shareholders$1,686 $(304)$824 
WEIGHTED-AVERAGE COMMON SHARES
Weighted-average Common Shares outstanding (000)1,098,558 949,561 927,217 
Effect of common share options and other stock awards(a)
9,436 — 5,542 
Weighted-average common shares and potential Common Shares outstanding (000) (b)
1,107,994 949,561 932,759 
EARNINGS PER COMMON SHARE
Income (loss) from continuing operations attributable to Key common shareholders$1.53 $(.32)$.88 
Income (loss) from discontinued operations, net of taxes — — 
Net income (loss) attributable to Key common shareholders (c)
1.53 (.32).89 
Income (loss) from continuing operations attributable to Key common shareholders — assuming dilution1.52 (.32).88 
Income (loss) from discontinued operations, net of taxes — assuming dilution — — 
Net income (loss) attributable to Key common shareholders — assuming dilution (c)
1.52 (.32).88 
(a)For periods ended in a loss from continuing operations attributable to Key common shareholders, anti-dilutive instruments have been excluded from the calculation of diluted earnings per share.
(b)Assumes conversion of Common Share options and other stock awards and/or convertible preferred stock, as applicable.
(c)EPS may not foot due to rounding.

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.