LC 10-Q Quarterly Report Sept. 30, 2021

LENDINGCLUB CORP

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lc-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

Commission File Number: 001-36771


LendingClub Corporation
(Exact name of registrant as specified in its charter)


Delaware			51-0605731
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

595 Market Street, Suite 200,

San Francisco,

94105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: ( 415 ) 632-5600

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	LC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 29, 2021, there were 99,872,853 shares of the registrant’s common stock outstanding.

LENDINGCLUB CORPORATION

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	7
	Condensed Consolidated Statements of Changes in Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements	12

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	75
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	113
Item 4.	Controls and Procedures	113

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	113
Item 1A.	Risk Factors	113
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	114
Item 3.	Defaults Upon Senior Securities	114
Item 4.	Mine Safety Disclosures	114
Item 5.	Other Information	114
Item 6.	Exhibits	115
Signatures		116

LENDINGCLUB CORPORATION

Except as the context requires otherwise, as used herein, “LendingClub,” “Company,” “we,” “us,” and “our,” refer to LendingClub Corporation, a Delaware corporation, and, where appropriate, its consolidated subsidiaries and consolidated variable interest entities (VIEs), including:

• LendingClub Bank, National Association (the Bank)

• Various entities established to facilitate loan sale transactions under LendingClub’s Structured Program, including sponsoring asset-backed securities transactions and Certificate Program transactions, where certain accredited investors and qualified institutional buyers have the opportunity to invest in securities backed by a pool of unsecured personal whole loans.

• LC Trust I (the LC Trust), an independent Delaware business trust that acquires loans from LendingClub and holds them for the sole benefit of certain investors that have purchased trust certificates issued by the LC Trust and that are related to specific underlying loans for the benefit of the investor.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this Report include, without limitation, statements regarding borrowers, credit scoring, our strategy, future operations, expected losses, future financial position, future revenue, projected costs, prospects, plans, objectives of management, expected market growth and the impact on our business. You can identify these forward-looking statements by words such as “anticipate,” “appear,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “opportunity,” “plan,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” or similar expressions.

These forward-looking statements include, among other things, statements about:

• our ability to integrate the Bank and the timing and ability to realize the expected financial and strategic benefits of the acquisition;

• our ability to attract new members, to expand our product offerings, to improve revenue and generate recurring earnings, to capture expense benefits, to increase resiliency, and to enhance regulatory clarity;

• our ability to address stricter or heightened regulatory or supervisory requirements and expectations;

• our compliance with applicable local, state and federal laws, regulations and regulatory developments or court decisions affecting our business;

• the impact of COVID-19 and our ability to effectuate and the effectiveness of certain operational and strategy initiatives in light of COVID-19;

• our ability to successfully navigate the current economic climate;

• our ability to sustain the business under adverse circumstances;

• the effects of natural disasters, public health crises, acts of war or terrorism and other external events on our customers and business;

• the impact of changes in laws or the regulatory or supervisory environment, including as a result of legislation, regulation, policies or changes in government officials or other personnel;

• the impact of changes in monetary, fiscal, or trade laws or policies, including as a result of actions by governmental agencies, central banks, or supranational authorities;

• the impact of new accounting standards or policies, including the Current Expected Credit Loss (CECL) standard;

• the results of examinations of us by regulatory authorities and the possibility that any such regulatory authority may, among other things, limit our business activities, increase our allowance for loan losses, increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits;

• our ability to maintain an enterprise risk management framework that is effective in mitigating risk;

LENDINGCLUB CORPORATION

• our ability to effectively manage capital or liquidity to support our evolving business or operational needs, while remaining compliant with regulatory or supervisory requirements and appropriate risk-management standards;

• our ability to attract and retain loan borrowers;

• our ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund our activities;

• the impact of changes in consumer spending, borrowing and saving habits;

• the impact of the continuation of or changes in the short-term and long-term interest rate environment;

• the ability of borrowers to repay loans and the plans of borrowers;

• our ability to maintain investor confidence in the operation of our platform;

• our ability to retain existing and secure new or additional sources of investor commitments for our platform;

• the performance of our loan products and expected rates of return for investors;

• platform volume, pricing and balance;

• the effectiveness of our platform’s credit scoring models;

• our ability to innovate and the adoption and success of new products and services;

• the adequacy of our corporate governance, risk-management framework and compliance programs;

• the impact of and our ability to resolve pending litigation and governmental inquiries and investigations;

• the use of our own capital to purchase loans, the impact of holding loans on and our ability to sell loans off our balance sheet;

• our financial condition and performance, including the impact that management’s estimates have on our financial performance and the relationship between the interim period and full year results;

• our ability, and that of third-party vendors, to maintain service and quality expectations;

• capital expenditures;

• our compliance with contractual obligations or restrictions;

• the potential impact of macro-economic developments, including recessions or other adverse circumstances;

• our ability to develop and maintain effective internal controls;

• our ability to recruit and retain quality employees to support current operations and future growth;

• changes in the effectiveness and reliability of our information technology and computer systems, including the impact of any security or privacy breach; the impact of expense initiatives and our ability to control our cost structure;

• our ability to manage and repay our indebtedness; and

• other risk factors listed from time to time in reports we file with the Securities and Exchange Commission (SEC).

We caution you that the foregoing list may not contain all of the forward-looking statements in this Report. We may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. We have included important factors in the “Risk Factors” section of this Report and our Annual Report on Form 10-K for the year ended December 31, 2020, as well as in our condensed consolidated financial statements, related notes, and other information appearing elsewhere in this Report and our other filings with the SEC, that could, among other things, cause actual results or events to differ materially from forward-looking statements contained in this Report. Forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this Report carefully and completely and with the understanding that actual future results may be materially different from what we expect. We do not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, actual results, future events or otherwise, other than as required by law.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

LENDINGCLUB CORPORATION

Condensed Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)


	September 30, 2021		December 31, 2020
Assets
Cash and due from banks	$	22,604	$	5,197
Interest-bearing deposits in banks	839,547		519,766
Total cash and cash equivalents	862,151		524,963
Restricted cash (1)	77,577		103,522
Securities available for sale at fair value (includes $ 268,732 and $ 159,164 at amortized cost, respectively)	274,930		142,226
Loans held for sale at fair value (1)	152,160		121,902
Loans and leases held for investment	2,707,992		—
Allowance for loan and lease losses	( 104,736 )		—
Loans and leases held for investment, net	2,603,256		—
Retail and certificate loans held for investment at fair value (1)	298,541		636,686
Other loans held for investment at fair value (1)	27,229		49,954
Property, equipment and software, net	96,073		96,641
Goodwill	75,717		—
Other assets (1)	283,126		187,399
Total assets	$	4,750,760	$	1,863,293
Liabilities and Equity
Deposits:
Interest-bearing	2,614,663		—
Noninterest-bearing	224,056		—
Total deposits	2,838,719		—
Short-term borrowings	46,110		104,989
Advances from Paycheck Protection Program Liquidity Facility (PPPLF)	391,945		—
Retail notes, certificates and secured borrowings at fair value (1)	298,541		636,774
Payable on Structured Program borrowings (1)	89,252		152,808
Other long-term debt	15,563		—
Other liabilities (1)	265,840		244,551
Total liabilities	3,945,970		1,139,122
Equity
Series A Preferred stock, $ 0.01 par value; 1,200,000 shares authorized; 0 and 43,000 shares issued and outstanding, respectively	—		—
Common stock, $ 0.01 par value; 180,000,000 shares authorized; 99,782,192 and 88,149,510 shares issued and outstanding, respectively	998		881
Additional paid-in capital	1,594,646		1,508,020
Accumulated deficit	( 796,742 )		( 786,214 )
Treasury stock, at cost; 4,251 and 0 shares, respectively	( 92 )		—
Accumulated other comprehensive income	5,980		1,484


Total equity	804,790		724,171
Total liabilities and equity	$	4,750,760	$	1,863,293

(1) Includes amounts in consolidated variable interest entities (VIEs) presented separately in the table below.

The following table presents the assets and liabilities of consolidated VIEs, which are included in the Condensed Consolidated Balance Sheets above. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. Additionally, the assets and liabilities in the table below include third-party assets and liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.


	September 30, 2021		December 31, 2020
Assets of consolidated VIEs, included in total assets above
Restricted cash	$	14,827	$	15,983
Loans held for sale at fair value	55,172		98,190
Retail and certificate loans held for investment at fair value	15,388		52,620
Other loans held for investment at fair value	27,033		50,102
Other assets	649		1,270
Total assets of consolidated variable interest entities	$	113,069	$	218,165
Liabilities of consolidated VIEs, included in total liabilities above
Retail notes, certificates and secured borrowings at fair value	$	15,388	$	52,620
Payable on Structured Program borrowings	89,252		152,808
Other liabilities	284		729
Total liabilities of consolidated variable interest entities	$	104,924	$	206,157

See Notes to Condensed Consolidated Financial Statements.

LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Operations

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Non-interest income (1) :
Marketplace revenue	$	174,556	$	54,635	$	408,018	$	175,993
Other non-interest income	6,322		3,115		18,670		10,166
Total non-interest income	180,878		57,750		426,688		186,159

Interest income (1) :
Interest on loans held for sale	8,536		14,916		22,387		67,579
Interest and fees on loans and leases held for investment	57,644		—		112,013		—
Interest on retail and certificate loans held for investment at fair value	12,172		27,117		48,448		92,193
Interest on other loans held for investment at fair value	973		1,948		3,674		6,021
Interest on securities available for sale	3,180		2,754		7,954		9,930
Other interest income	355		38		701		1,021
Total interest income	82,860		46,773		195,177		176,744

Interest expense (1) :
Interest on deposits	1,899		—		4,612		—
Interest on short-term borrowings	849		3,179		3,116		16,332
Interest on retail notes, certificates and secured borrowings	12,172		27,117		48,448		92,193
Interest on Structured Program borrowings	2,120		3,046		7,996		11,418
Interest on other long-term debt	532		137		1,306		372
Total interest expense	17,572		33,479		65,478		120,315

Net interest income (1)	65,288		13,294		129,699		56,429

Total net revenue (1)	246,166		71,044		556,387		242,588

Provision for (reversal of) credit losses (1)	37,524		( 3,669 )		93,651		3,800

Non-interest expense (1) :
Compensation and benefits	73,304		58,649		209,649		199,991
Marketing	50,782		2,135		105,434		43,030
Equipment and software	10,297		6,430		27,471		20,931
Occupancy	6,486		6,466		19,543		22,241
Depreciation and amortization	10,549		12,348		33,823		41,832
Professional services	11,750		8,817		34,873		32,723
Other non-interest expense	15,607		14,267		42,373		38,678
Total non-interest expense	178,775		109,112		473,166		399,426

Income (Loss) before income tax expense	29,867		( 34,399 )		( 10,430 )		( 160,638 )
Income tax expense (benefit)	2,682		( 74 )		98		245
Consolidated net income (loss)	$	27,185	$	( 34,325 )	$	( 10,528 )	$	( 160,883 )

LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Operations (Continued)

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Consolidated net income (loss)	$	27,185	$	( 34,325 )	$	( 10,528 )	$	( 160,883 )
Net income (loss) per share attributable to common stockholders – Basic (2)	$	0.27	$	( 0.38 )	$	( 0.11 )	$	( 2.35 )
Net income (loss) per share attributable to common stockholders – Diluted (2)	$	0.26	$	( 0.38 )	$	( 0.11 )	$	( 2.35 )
Weighted-average common shares – Basic (2)	99,073,507		73,566,385		96,531,725		76,781,157
Weighted-average common shares – Diluted (2)	106,108,662		73,566,385		96,531,725		76,781,157
Net income (loss) per share attributable to preferred stockholders – Basic (2)	$	0.00	$	( 0.38 )	$	( 0.11 )	$	1.46
Net income (loss) per share attributable to preferred stockholders – Diluted (2)	$	0.00	$	( 0.38 )	$	( 0.11 )	$	1.46
Weighted-average common shares, as converted – Basic (2)	—		17,335,485		873,217		13,174,545
Weighted-average common shares, as converted – Diluted (2)	—		17,335,485		873,217		13,174,545

(1) Prior period amounts have been reclassified to conform to the current period presentation. See “ Notes to Condensed Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies ” for additional information.

(2) See “ Notes to Condensed Consolidated Financial Statements – Note 4. Net Income (Loss) Per Share ” for additional information.

See Notes to Condensed Consolidated Financial Statements.

LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In Thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Consolidated net income (loss)	$	27,185	$	( 34,325 )	$	( 10,528 )	$	( 160,883 )
Other comprehensive income (loss), before tax:
Net unrealized gain (loss) on securities available for sale	1,106		6,502		4,496		( 834 )
Other comprehensive income (loss), before tax	1,106		6,502		4,496		( 834 )
Income tax effect	—		74		—		( 245 )
Other comprehensive income (loss), net of tax	1,106		6,428		4,496		( 589 )



Total comprehensive income (loss)	$	28,291	$	( 27,897 )	$	( 6,032 )	$	( 161,472 )

See Notes to Condensed Consolidated Financial Statements.

LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Changes in Equity

(In Thousands, Except Share Data)

(Unaudited)



	Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Income		Accumulated Deficit		Total Equity
	Shares	Amount		Shares	Amount				Shares	Amount
Balance at June 30, 2021	—	$	—	98,601,148	$	986	$	1,580,518	4,251	$	( 92 )	$	4,874	$	( 823,927 )	$	762,359
Stock-based compensation	—	—		—	—		17,971		—	—		—		—		17,971
Net issuances under equity incentive plans, net of tax	—	—		1,181,044	12		( 3,843 )		—	—		—		—		( 3,831 )



Net unrealized gain on securities available for sale, net of tax	—	—		—	—		—		—	—		1,106		—		1,106
Net income	—	—		—	—		—		—	—		—		27,185		27,185
Balance at September 30, 2021	—	$	—	99,782,192	$	998	$	1,594,646	4,251	$	( 92 )	$	5,980	$	( 796,742 )	$	804,790


	Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Income		Accumulated Deficit		Total Equity
	Shares	Amount		Shares	Amount				Shares	Amount
Balance at December 31, 2020	43,000	$	—	88,149,510	$	881	$	1,508,020	—	$	—	$	1,484	$	( 786,214 )	$	724,171
Stock-based compensation	—	—		—	—		52,637		—	—		—		—		52,637
Net issuances under equity incentive plans, net of tax (1)	—	—		3,571,568	36		( 7,392 )		4,251	( 92 )		—		—		( 7,448 )
Net issuances of stock related to acquisition (2)	—	—		3,761,114	38		41,424		—	—		—		—		41,462
Exchange of preferred stock for common stock	( 43,000 )	—		4,300,000	43		( 43 )		—	—		—		—		—

Net unrealized gain on securities available for sale, net of tax	—	—		—	—		—		—	—		4,496		—		4,496
Net loss	—	—		—	—		—		—	—		—		( 10,528 )		( 10,528 )
Balance at September 30, 2021	—	$	—	99,782,192	$	998	$	1,594,646	4,251	$	( 92 )	$	5,980	$	( 796,742 )	$	804,790

(1) Includes shares that were transferred to the Company to satisfy payment of all or a portion of the exercise price in connection with the exercise of stock options.

(2) Stock issued as part of the consideration paid related to the acquisition of Radius. See “ Note 2. Business Acquisition. ”

LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Changes in Equity (Continued)

(In Thousands, Except Share Data)

(Unaudited)



	Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Equity
	Shares	Amount		Shares	Amount				Shares	Amount
Balance at June 30, 2020	195,627	$	2	70,938,835	$	709	$	1,478,247	—	$	—	$	( 7,582 )	$	( 725,234 )	$	746,142
Stock-based compensation	—	—		—	—		16,281		—	—		—		—		16,281
Net issuances under equity incentive plans, net of tax (1)	—	—		1,000,259	10		( 644 )		—	—		—		—		( 634 )

Net issuances of preferred stock in exchange for common stock	( 45,723 )	( 1 )		4,572,300	46		( 45 )		—	—		—		—		—

Net unrealized gain on securities available for sale, net of tax	—	—		—	—		—		—	—		6,428		—		6,428
Net loss	—	—		—	—		—		—	—		—		( 34,325 )		( 34,325 )
Balance at September 30, 2020	149,904	$	1	76,511,394	$	765	$	1,493,839	—	$	—	$	( 1,154 )	$	( 759,559 )	$	733,892


	Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity
	Shares	Amount		Shares	Amount				Shares	Amount
Balance at December 31, 2019	—	$	—	88,757,406	$	892	$	1,467,882	461,391	$	( 19,550 )	$	( 565 )	$	( 548,472 )	$	900,187
Stock-based compensation	—	—		—	—		51,492		—	—		—		—		51,492
Net issuances under equity incentive plans, net of tax (1)	—	—		2,744,469	27		( 6,067 )		5,658	( 71 )		—		—		( 6,111 )

Net issuances of preferred stock in exchange for common stock (2)	149,904	1		( 14,990,481 )	( 150 )		149		—	—		—		( 50,204 )		( 50,204 )
Retirement of treasury stock	—	—		—	( 4 )		( 19,617 )		( 467,049 )	19,621		—		—		—
Net unrealized loss on securities available for sale, net of tax	—	—		—	—		—		—	—		( 589 )		—		( 589 )
Net loss	—	—		—	—		—		—	—		—		( 160,883 )		( 160,883 )
Balance at September 30, 2020	149,904	$	1	76,511,394	$	765	$	1,493,839	—	$	—	$	( 1,154 )	$	( 759,559 )	$	733,892

(1) Includes shares that were transferred to the Company to satisfy payment of all or a portion of the exercise price in connection with the exercise of stock options.

(2) Includes a payment of $ 50.2 million that was recorded as a deemed dividend within accumulated deficit related to the beneficial conversion feature of the Series A Preferred Stock issued on March 20, 2020, which would convert into common stock upon a sale by the preferred stockholder to a third party.

See Notes to Condensed Consolidated Financial Statements.

LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)


	Nine Months Ended September 30,
	2021		2020
Cash Flows from Operating Activities (1) :
Consolidated net loss	$	( 10,528 )	$	( 160,883 )
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
Net fair value adjustments	6,714		99,144
Provision for credit losses	93,651		3,800
Change in fair value of loan servicing assets	39,584		48,046

Stock-based compensation, net	49,321		47,455


Depreciation, amortization, and accretion	9,273		44,055
Gain on sales of loans	( 49,547 )		( 23,724 )
Other, net	8,185		9,259

Net change to loans held for sale	( 14,756 )		375,782






Net change in operating assets and liabilities:

Other assets	( 7,610 )		55,035

Other liabilities	( 6,000 )		( 133,012 )




Net cash provided by operating activities	118,287		364,957
Cash Flows from Investing Activities (1) :
Acquisition of company	( 145,344 )		—
Cash received from acquisition	668,236		—
Net change in loans and leases	( 1,072,274 )		5,987
Net decrease in retail and certificate loans	362,005		340,853




Purchases of securities available for sale	( 78,914 )		( 53,536 )
Proceeds from sales of securities available for sale	106,192		2,396
Proceeds from maturities and paydowns of securities available for sale	108,640		179,174
Purchases of property, equipment and software, net	( 24,435 )		( 24,583 )

Other investing activities	480		300

Net cash (used for) provided by investing activities	( 75,414 )		450,591
Cash Flows from Financing Activities (1) :
Net change in demand deposits and savings accounts	809,488		—
Proceeds from PPPLF	325,194
Repayment on PPPLF	( 354,211 )		—
Proceeds from issuance of retail notes and certificates	—		237,283


Net decrease in retail notes and certificates	( 362,160 )		( 580,841 )


Principal payments on Structured Program borrowings	( 70,496 )		( 51,635 )
Proceeds from issuance of notes and certificates from Structured Program transactions	—		186,190

Principal payments on short-term borrowings	( 69,163 )		( 1,558,150 )
Principal payments on long-term debt	( 2,834 )		( 14,419 )
Proceeds from short-term borrowings	—		1,105,051












Deemed dividend paid to preferred stockholder	—		( 50,204 )

LENDINGCLUB CORPORATION

Condensed Consolidated Statements of Cash Flows (Continued)

(In Thousands)

(Unaudited)


	Nine Months Ended September 30,
	2021		2020
Other financing activities	( 7,448 )		( 31,978 )
Net cash provided by (used for) financing activities	268,370		( 758,703 )
Net Increase in Cash, Cash Equivalents and Restricted Cash	$	311,243	$	56,845
Cash, Cash Equivalents and Restricted Cash, Beginning of Period	$	628,485	$	487,122
Cash, Cash Equivalents and Restricted Cash, End of Period	$	939,728	$	543,967
Supplemental Cash Flow Information:
Cash paid for interest	$	62,926	$	115,639
Cash paid for operating leases included in the measurement of lease liabilities	$	15,895	$	12,086
Non-cash investing activity (2) :
Loans and leases held for investment transferred to loans held for sale	$	154,082	$	—
Net securities retained from Structured Program transactions	$	—	$	43,458
Accruals for property, equipment and software	$	—	$	1,260

Non-cash investing and financing activity:
Transfer of whole loans to redeem certificates	$	—	$	17,414
Net issuances of stock related to acquisition	$	41,462	$	—
Non-cash financing activity:
Exchange of common stock for preferred stock	$	—	$	207,244

(2) See “ Notes to Condensed Consolidated Financial Statements – Note 8. Fair Value of Assets and Liabilities” for other non-cash investing activity.

The following presents cash, cash equivalents and restricted cash by category within the Condensed Consolidated Balance Sheets:


	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	862,151	$	524,963
Restricted cash	77,577		103,522
Total cash, cash equivalents and restricted cash	$	939,728	$	628,485

See Notes to Condensed Consolidated Financial Statements.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

LendingClub Corporation (LendingClub) was founded in 2006 to transform the banking industry by leveraging technology, data science and a marketplace model. LendingClub started by bringing a traditional credit product, the installment loan, into the digital age and became the largest provider of unsecured personal loans in the United States. On February 1, 2021, LendingClub completed the acquisition of Radius Bancorp, Inc. (Radius), whereby LendingClub became a bank holding company and formed LendingClub Bank, National Association (the Bank) as its wholly-owned subsidiary, through which it now operates the vast majority of its business. With the acquisition, LendingClub combined the complementary strengths of its digital lending capabilities with an award-winning digital bank.

The accompanying unaudited condensed consolidated financial statements include LendingClub, its subsidiaries (collectively referred to as the Company, we, or us) and consolidated variable interest entities (VIEs). All intercompany balances and transactions have been eliminated. These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and, in the opinion of management, contain all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the results and financial position for the periods presented. These accounting principles require management to make certain estimates and assumptions that affect the amounts in the accompanying financial statements. These estimates and assumptions are inherently subjective in nature and actual results may differ from these estimates and assumptions, and the differences could be material. Results reported in interim periods are not necessarily indicative of results for the full year or any other interim period.

The acquisition significantly changed the presentation of the Company’s financial statements, which are now structured according to the presentation requirements for bank holding companies under Article 9 of the SEC’s Regulation S-X. Prior period amounts in the financial statements and related footnotes have been reclassified to conform to the current period presentation. See “ Note 2. Business Acquisition ” for detail illustrating the reclassification adjustments made to align with the current presentation.

The accompanying interim condensed consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (Annual Report) filed on March 11, 2021.

Significant Accounting Policies

The Company’s significant accounting policies are discussed in “ Part II – Item 8 – Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies ” in the Annual Report. There have been no changes to these significant accounting policies for the nine month period ended September 30, 2021, except as noted below.

Loans and Leases

The Company initially classifies loans and leases as either loans held for sale or loans held for investment based on management’s assessment of the Company’s intent and ability to hold the loans for the foreseeable future or until maturity. Management’s intent and ability with respect to certain loans may change from time to time depending on a number of factors, for example economic, liquidity, and capital levels. In order to reclassify loans to held for sale, management must have the intent to sell the loans and reasonably identify the specific loans to be sold.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Loans classified as held for investment are reported at their amortized cost basis, which includes the principal amount outstanding, net of unamortized deferred fees and costs on originated loans, unamortized premiums and discounts on purchased loans, unless the fair value option was elected, in which case those loans are carried at fair value. Leases are reported at their net investment in the lease which includes the gross lease receivable and residual value, net of unearned income, unamortized deferred fees and costs on originated leases, and unamortized premiums and discounts on purchased leases. Deferred origination fees and costs, and premiums and discounts on purchased loans, are amortized over the contractual life of the related loan and leases as interest income using the effective interest method. Accrued interest receivable on loans and leases is included in “Other assets” on the Company’s Condensed Consolidated Balance Sheets.

For loans and leases held for investment at amortized cost, accrued interest income is calculated based on the contractual interest rate of the loan and recorded as interest income as earned. The accrual of interest and amortization of net deferred origination costs and fees is discontinued and the loan or lease is placed on nonaccrual status when the collectability of principal, interest or lease receivable is uncertain or payments of principal, interest or lease receivables have become past due 90 days or more. Past due status is based on the contractual terms. When a loan or lease held for investment is placed on nonaccrual status, all income previously accrued but not collected is reversed against the current period’s income. Because the Company has a nonaccrual policy which results in the timely reversal of past-due accrued interest, it does not record an allowance for expected credit losses on accrued interest receivable. Interest received on nonaccrual loans and leases is either applied against the principal balance or reported as income depending on management’s judgment as to the collectability of principal. Nonaccrual loans and leases are returned to accrual status when there no longer exists concern over collectability, the borrower has demonstrated, over time, both the intent and ability to repay and the loan or lease has been brought current and future payments are reasonably assured.

The Company has elected the fair value option for loans originated and initially classified as held for sale. Changes in the fair value of loans held for sale are recorded in “Marketplace revenue” in the Condensed Consolidated Statements of Operations in the period of the fair value changes. Origination fees are recognized in earnings within “Marketplace revenue” in the Condensed Consolidated Statements of Operations when received from the borrower at the time of origination. In certain circumstances, the Company may transfer loans from held for investment to loans held for sale. At the time of transfer, these loans are valued at the lower of amortized cost or market. Accrued interest income on loans held for sale is calculated based on the contractual interest rate of the loan and recorded as interest income as earned. The Company places loans held for sale on nonaccrual status at 90 days past due. When a loan held for sale is placed on nonaccrual status, the Company stops accruing interest and reverses all accrued but unpaid interest as of such date. The Company charges off loans held for sale no later than 120 days past due.

Allowance for Expected Credit Losses

The allowance for expected credit losses for loans and leases, and reserve for unfunded lending commitments (collectively the allowance for expected credit losses (ACL)), are valuation reserves that represent the Company’s estimate of expected credit losses (ECL) on the Company’s assets measured at amortized cost and unfunded lending commitments. The allowance for expected credit losses is measured based on a lifetime expected loss model, which does not require a loss event to occur before a credit loss is recognized. Under the lifetime expected credit loss model, the Company estimates the allowance based on relevant available information related to past events, current conditions, and reasonable and supportable forecasts of future economic conditions.

The Company evaluates its estimate of expected credit losses each reporting period and records any additions to the allowance on the Condensed Consolidated Statements of Operations as a provision for credit losses. Amounts determined to be uncollectible are charged-off to the allowance. Estimates of expected credit losses include expected recoveries of amounts previously charged-off and amounts expected to be charged-off. There could be instances where including expected recoveries of previously charged-off loans in the estimate of expected credit losses may result in a negative allowance.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The allowance for expected credit losses is measured on a collective basis when loans share similar risk characteristics. Relevant risk characteristics for the consumer portfolio include product type, loan term, and monthly vintage. Relevant risk characteristics for the commercial portfolio include product type and purchased credit deteriorated (PCD) status. Loans measured on a collective basis generally have an allowance for expected credit losses which are made up of a quantitative, or modeled, component, and a qualitative component.

The Company will continue to monitor its loan pools on an ongoing basis and adjust accordingly as the risk characteristics of the financial assets may change over time. If a given financial asset does not share similar risk characteristics with other financial assets, the Company shall measure ECL on an individual, rather than on a collective basis. Loans measured on an individual basis generally have an allowance for expected credit losses which is measured in reference to any collateral securing the loan and/or expected cash flows which are specific to the borrower.

Allowance Calculation Methodology

The Company generally estimates ECL over the contractual term of its loans. The contractual term is adjusted for estimated prepayments when appropriate. Expected renewals and extensions do not adjust the contractual term unless the extension or renewal option is through a troubled debt restructuring (TDR) that is reasonably expected to occur or represents an unconditionally cancellable option held by the borrower.

The quantitative, or modeled, component of the ACL is primarily based on statistical models that use known or estimated data as of the balance sheet date and forecasted data over the reasonable and supportable period. Known and estimated data include current probability of default, loss given default and exposure at default, timing and amount of estimated prepayments, timing and amount of expected draws (for unfunded lending commitments), and relevant risk characteristics. Certain of the Company’s portfolios have limited historical loss data available internally. For these portfolios, the Company uses external credit loss information from the FDIC Call Report and Small Business Administration (SBA) data, which includes historical charge-off and balance data for peer banking institutions.

The Company obtains historical macroeconomic data dating back to 2004 from the St. Louis Federal Reserve Economic Database (FRED) and Moody’s Analytics to inform its view of the long-term condition of the economy. Forward-looking macroeconomic factors considered in the Company’s statistical models include Gross Domestic Product (GDP), unemployment rate, housing prices, and retail sales. Forward-looking macroeconomic factors are incorporated into the Company’s models for a two-year reasonable and supportable economic forecast period followed by a one-year reversion period during which expected credit losses are expected to revert back on a straight-line basis to historical losses unadjusted for economic conditions. The reasonable and supportable economic forecast period and reversion methodology are accounting estimates which may change in future periods as a result of changes to the current macroeconomic environment.

The Company’s statistical models produce expected cash flows, which are then discounted at the effective interest rate to derive net present value. This net present value is then compared to the amortized cost basis to derive the expected credit losses. As a result, the quantitative, or modeled, portion of ACL is estimated using a discounted cash flow (DCF) approach.

The Company also considers the need for qualitative adjustments to the modeled estimate of expected credit losses. For this purpose, the Company established a qualitative factor framework to periodically assess qualitative adjustments to address certain identified elements that are not directly captured by the expected credit loss models. These factors may include the impact of risk rating downgrades, changes in credit policies, problem loan trends,

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

identification of new risks not incorporated into the modeling framework, credit concentrations, changes in lending management and other external factors.

Zero Credit Loss Expectation Exception

The Company has a zero loss expectation when the loans, or portions thereof, are issued or guaranteed by certain U.S. government entities or agencies, and those entities or agencies have a long history of no defaults and the highest credit ratings issued by rating agencies. Loans held for investment, or portions thereof, which meet this criterion do not have an allowance for expected credit losses.

Reserve for Unfunded Lending Commitments

The Company also estimates expected credit losses associated with off-balance sheet commitments such as commitments to extend credit and unused lines of credit. The Company estimates these expected credit losses for the unfunded portion of the commitments that are not unconditionally cancellable depending on the likelihood that funding will occur. The reserve for unfunded lending commitments is reported as a liability within “Other liabilities” on the Company’s Condensed Consolidated Balance Sheets.

Individually Assessed Loans

Loans whose terms have been modified in a TDR and collateral-dependent financial assets are individually assessed for purposes of measuring expected credit losses. The allowance for expected credit losses on loans modified in a TDR is calculated using the discounted cash flow approach and is recorded as the difference between the amortized cost basis and the expected future cash flows. For purposes of discounting, the Company uses the original effective interest rate of the TDR loan.

For loans that are determined to be collateral dependent, the allowance for expected credit losses is determined using the fair value of the collateral method. Loans are considered collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be substantially through sale or operation of the collateral. For such loans, the allowance is calculated as the difference between the amortized cost basis and the fair value of the underlying collateral less costs to sell, if applicable.

Purchased Credit Deteriorated Assets

PCD assets are acquired financial assets (or groups of financial assets with similar risk characteristics) that as of the date of acquisition have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by an acquirer’s assessment. The Company considers indicators such as loan rating, FICO score, days past due status, nonaccrual status, TDR status, charge-off status, bankruptcy, purchased credit impaired (PCI) status from prior acquisition, COVID-19 modification or industry risk rating to determine whether an acquired asset meets the definition of PCD.

PCD assets are recorded on the acquisition date at their purchase price plus any related initial ACL, which results in a “gross-up” of the asset’s initial amortized cost basis. Recognition of the initial ACL upon acquisition for PCD assets does not impact net income. Subsequent to the acquisition date, any changes in the ACL are recorded through the provision for credit losses on the income statement. Acquired non-PCD assets are accounted for in a manner similar to originated financial assets, whereby any initial ACL is recorded through the provision for credit losses in the income statement.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Radius Acquisition

In connection with the Radius acquisition, the Company was required to record an allowance for non-PCD assets with a corresponding increase to the provision for credit losses. For acquired PCD loans, an allowance was required with a corresponding increase to the amortized cost basis as of the acquisition date. For PCD loans where all or a portion of the loan balance had been previously written-off, or would be subject to write-off under the Company’s charge-off policy, the CECL allowance included as part of the grossed-up loan balance at acquisition was immediately written-off, resulting in a zero period-end allowance balance and no impact on the ACL rollforward. See “ Note 2. Business Acquisition ” for additional detail.

Charge-Offs

Charge-offs are recorded when the Company determines that a loan balance is uncollectible or a loss-confirming event has occurred. Loss confirming events usually involve the receipt of specific adverse information about the borrower and may include borrower delinquency status, bankruptcy, foreclosure, or receipt of an asset valuation indicating a shortfall between the value of the collateral and the book value of the loan when that collateral asset is the sole source of repayment. A full or partial charge-off reduces the amortized cost basis of the loan and the related ACL.

For acquired PCD loans where all or a portion of the loan balance had been charged off prior to acquisition, and for which active collection efforts are still underway, the CECL allowance included as part of the grossed-up loan balance at acquisition is immediately charged off if required by the Company’s existing charge off policy. Additionally, the Company is required to consider its existing policies in determining whether to charge off any financial assets, regardless of whether a charge-off was recorded by the predecessor company. The initial ACL recognized on PCD assets includes the gross-up of the loan balance reduced by immediate charge-offs for loans previously charged off by the predecessor company or which meet the Company’s charge-off policy on the date of acquisition. Charge-offs against the allowance related to such acquired PCD loans do not result in an income statement impact. See “ Note 6. Loans and Leases Held for Investment, Net of Allowance For Loan and Lease Losses ” for additional detail.

Business Combinations

The Company accounts for business combinations using the acquisition method. The accounts of an acquired entity are included as of the date of acquisition, and any excess of purchase price over the fair value of the net assets acquired is capitalized as goodwill. See “ Note 2. Business Acquisition ” for further discussion of the acquisition of Radius and its impact on the Company’s consolidated financial statements.

Goodwill and Other Intangible Assets

Goodwill is the purchase consideration of an acquired business in excess of the aggregate fair value of the identified net assets acquired. The Company allocates goodwill to the reporting unit(s) (generally defined as an operating segment or one level below an operating segment for which financial information is available and reviewed regularly by management) that are expected to benefit from the synergies of the business combination.

The goodwill of each reporting unit is reviewed for impairment annually or whenever events or circumstances indicate that it is more likely than not that the estimated fair value of a reporting unit is below its carrying value. The Company’s annual impairment testing is completed in the fourth quarter. Impairment exists whenever the carrying value of goodwill exceeds its estimated fair value. Adverse changes in impairment indicators such as lower than forecast financial performance, increased competition, increased regulatory oversight, or unplanned changes in operations could result in impairment.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Intangible assets with a defined life are amortized over their useful lives in a manner that best reflects their economic benefit, which may include straight-line or accelerated methods of amortization. Intangible assets are reviewed for impairment quarterly and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable and its carrying amount exceeds its fair value. The Company does not have indefinite-lived intangible assets other than goodwill.

Adoption of New Accounting Standards

The Company did not adopt any new accounting standards during the nine month period ended September 30, 2021.

New Accounting Standards Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which, if certain criteria are met, provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform. These transactions include contract modifications, hedging relationships, and the sale or transfer of debt securities classified as held-to-maturity. The provisions of the new standard may be adopted as of the beginning of the reporting period when the election is made until December 31, 2022. The Company is evaluating the impact this ASU will have on its financial position, results of operations, cash flows, and disclosures. The Company has not elected an adoption date.

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity including convertible instruments and contracts in an entity’s own equity. The guidance allows for either full or modified retrospective adoption for fiscal periods beginning after December 15, 2021 with early adoption permitted for fiscal periods beginning after December 15, 2020. The Company is evaluating the impact this ASU will have on its financial position, results of operations, cash flows, and disclosures.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

2. Business Acquisition

On February 1, 2021, the Company completed the acquisition of Radius Bancorp, Inc. (Radius) in accordance with the Plan of Merger previously disclosed. The acquisition combined the Company’s complementary digital lending capabilities with those of a digital bank. Upon closing, LendingClub acquired all outstanding voting equity interests of Radius in exchange for total consideration as follows:


Cash paid	$	140,256
Fair value of common stock issued (1)	40,808
Consideration related to share-based payments (2)	5,742
Total consideration paid	$	186,806

(1) Calculated using the closing stock price of $ 10.85 on January 29, 2021, the most recent trading day preceding the acquisition, multiplied by 3,761,114 shares issued pursuant to the Plan of Merger.

(2) In connection with the acquisition, LendingClub agreed to convert equity awards held by Radius employees into cash and LendingClub awards pursuant to the Plan of Merger.

The acquisition was accounted for as a purchase business combination. Accordingly, the assets acquired and liabilities assumed are presented at their fair values determined as of the acquisition date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Fair value estimates related to the acquired assets and liabilities are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available.

The following table presents an allocation of the total consideration paid to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed:


Assets acquired:
Cash and due from banks	$	18,184
Interest-bearing deposits in banks	650,052
Total cash and cash equivalents	668,236
Securities available for sale at fair value	259,037
Loans and leases held for investment	1,610,054
Allowance for loan and lease losses	( 12,440 )
Loans and leases held for investment, net	1,597,614
Property, equipment and software, net	1,926
Goodwill	75,717
Other assets	86,482
Total assets	2,689,012

Liabilities assumed:
Non-interest bearing deposits	167,187
Interest-bearing deposits	1,862,272
Total deposits	2,029,459
Short-term borrowings	9,870
Advances from PPPLF	420,962
Other long-term debt	18,630
Other liabilities	23,285
Total liabilities	2,502,206

Total consideration paid	$	186,806

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The purchase price exceeded the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed and, as a result of the purchase allocation, the Company recorded goodwill of $ 75.7 million, which is not deductible for tax purposes. The goodwill recognized is attributable primarily to strategic and financial benefits of the acquisition, including increased resiliency with access to stable, low-cost deposit funding replacing higher-cost and more volatile third-party warehouse funding; increased and more stable revenue driven by increased net interest income from loans held for investment; expense benefits by capturing the fees that were historically paid to our third-party issuing banks; and the ability to attract new members and deepen relationships with existing members through the addition of banking services.

The carrying amounts of cash, securities available for sale, short-term borrowings, advances from PPPLF, and certain other assets and liabilities were determined to be a reasonable estimate of the fair value of such items. The following is a description of the methods used to determine the fair values of significant assets and liabilities.

Securities available for sale : The Company acquired a debt securities portfolio containing U.S. agency residential mortgage-backed securities, municipal securities, U.S. agency securities, commercial mortgage-backed securities and other asset-backed securities. The acquisition date fair value of the securities was based on third-party dealer quotes which reflect exit prices pursuant to the guidance on fair value measurement.

Loans and leases held for investment : Fair values for loans and leases were primarily based on a discounted cash flow methodology that considered contractual terms, credit loss expectations, market interest rates, and other market factors such as liquidity from the perspective of a market participant. Loan portfolios were pooled together according to similar characteristics such as product type, lien position, risk grade, credit deterioration status, FICO score, and collateral type. Loan pools were treated in the aggregate when applying various valuation techniques. The contractual terms, default rates, loss given default rates, loss severity and recovery lag, and prepayment rates were the key assumptions embedded into the estimated cash flow valuation. These assumptions were informed by internal data on loan characteristics, historical loss experience, and current and forecasted economic conditions. The discount rates used are based on current market rates for new originations of comparable loans and include adjustments for liquidity. All of the merged loans were marked to fair value as of the acquisition date and, therefore, there was no carryover of the allowance for expected credit losses that had previously been recorded by Radius. Immediately following the acquisition, the Company recorded an ACL on non-PCD loans of $ 6.9 million through an increase to the provision for credit losses. The initial ACL for PCD loans of $ 12.4 million was recorded through an adjustment to the amortized cost basis of the loans.

Core deposit intangible (CDI) : This intangible asset represents the value of the relationships with certain deposit clients and is included in “Other assets” in the Company’s Condensed Consolidated Balance Sheets. The fair value was estimated based on an after-tax cost savings method of the income approach. Under this method, fair value is equal to the present value of the after-tax cost savings or differential cash flows generated by the acquired deposit base. Cost savings is defined as the difference between the effective cost of funds on deposits and the cost of an equal amount of funds from an alternative source. Deposits were pooled by product type and channel. The discount rates used for CDI assets are based on current market participant rates. The CDI is being amortized over 10 years based upon the estimated economic benefits received.

Other Investments: The fair value of an investment in a private entity that was sold after the acquisition was determined based upon the price expected to be received in the subsequent sale. This investment was included in “Other assets” in the Company’s Condensed Consolidated Balance Sheets.

Interest-bearing deposits : In determining the fair value of certificates of deposit, the cash flows of the contractual interest payments during the specific period of the certificates of deposit and scheduled principal payout were discounted to present value at market-based interest rates.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Subordinated debt : The fair value of subordinated debt was determined by using a discounted cash flow method using a market participant discount rate for similar instruments. Subordinated debt is included in “Other long-term debt” in the Company’s Condensed Consolidated Balance Sheets.

The Company incurred approximately $ 16 million of expenses in connection with the acquisition.

The table below presents certain unaudited pro forma financial information for illustrative purposes only, for the third quarters and first nine months of 2021 and 2020, as if the acquisition took place on January 1, 2020. The pro forma information combines the historical results of Radius with the Company’s, adjusting for the estimated impact of certain fair value adjustments for the respective periods. The pro forma information does not reflect changes to the provision for credit losses resulting from recording loan assets as fair value, cost savings, or business synergies. As a result, actual amounts would have differed from the unaudited pro forma information presented and the differences could be significant.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Total net revenue	$	246,166	$	120,359	$	563,458	$	335,355
Consolidated net income (loss)	$	27,185	$	( 31,954 )	$	( 17,464 )	$	( 165,071 )

For the third quarter and first nine months of 2021, total net revenue of $ 19.6 million and $ 56.4 million, respectively, from the Radius acquisition is included in the Company’s Condensed Consolidated Statements of Operations.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Summary of Reclassification Adjustments

The classification of the items presented by the Company in its consolidated financial statements under GAAP has been adjusted to align with the presentation requirements under Article 9 of the SEC’s Regulation S-X for bank holding companies. The presentation shown below is reflective of what is generally expected to be used by the combined company under GAAP.


	As of December 31, 2020
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Assets
Cash and cash equivalents	$	524,963	$	( 524,963 )	$	—
Cash and due from banks	—		5,197		5,197
Interest bearing deposits in banks	—		519,766		519,766
Total cash and cash equivalents	—		524,963		524,963
Restricted cash	103,522		—		103,522
Securities available for sale at fair value	142,226		—		142,226
Loans held for investment at fair value	636,686		( 636,686 )		—
Loans held for investment by the Company at fair value	49,954		( 49,954 )		—
Loans held for sale by the Company at fair value	121,902		( 121,902 )		—
Loans held for sale at fair value	—		121,902		121,902
Retail and certificate loans held for investment at fair value	—		636,686		636,686
Other loans held for investment at fair value	—		49,954		49,954
Accrued interest receivable	5,205		( 5,205 )		—
Property, equipment and software, net	96,641		—		96,641
Operating lease assets	74,037		( 74,037 )		—
Intangible assets, net	11,427		( 11,427 )		—
Other assets	96,730		90,669		187,399
Total assets	$	1,863,293	$	—	$	1,863,293
Liabilities and Equity
Accounts payable	$	3,698	$	( 3,698 )	$	—
Accrued interest payable	4,572		( 4,572 )		—
Operating lease liabilities	94,538		( 94,538 )		—
Accrued expenses and other liabilities	101,457		( 101,457 )		—
Payable to investors	40,286		( 40,286 )		—
Credit facilities and securities sold under repurchase agreements	104,989		( 104,989 )		—
Short-term borrowings	—		104,989		104,989
Retail notes, certificates and secured borrowings at fair value	636,774		—		636,774
Payable on Structured Program borrowings	152,808		—		152,808
Other liabilities	—		244,551		244,551
Total liabilities	1,139,122		—		1,139,122
Equity
Common stock	881		—		881
Additional paid-in capital	1,508,020		—		1,508,020
Accumulated deficit	( 786,214 )		—		( 786,214 )
Accumulated other comprehensive income	1,484		—		1,484
Total equity	724,171		—		724,171
Total liabilities and equity	$	1,863,293	$	—	$	1,863,293

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)


	Three months ended September 30, 2020
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Net Revenue
Transaction fees	$	24,372	$	( 24,372 )	$	—
Interest income	46,773		( 46,773 )		—
Interest expense	( 32,440 )		32,440		—
Net fair value adjustments	( 696 )		696		—
Net interest income and fair value adjustments	13,637		( 13,637 )		—
Investor fees	25,850		( 25,850 )		—
Gain on sales of loans	7,739		( 7,739 )		—
Net investor revenue	47,226		( 47,226 )		—
Other revenue	3,115		( 3,115 )		—
Total net revenue	74,713		( 74,713 )		—
Non-interest income
Marketplace revenue (1)	—		54,635		54,635
Other non-interest income	—		3,115		3,115
Total non-interest income	—		57,750		57,750
Interest income
Interest on loans held for sale	—		14,916		14,916

Interest on retail and certificate loans held for investment at fair value	—		27,117		27,117
Interest on other loans held for investment at fair value	—		1,948		1,948
Interest on securities available for sale	—		2,754		2,754
Other interest income	—		38		38
Total interest income	—		46,773		46,773
Interest expense

Interest on short-term borrowings	—		3,179		3,179
Interest on retail notes, certificates and secured borrowings	—		27,117		27,117
Interest on Structured Program borrowings	—		3,046		3,046
Interest on other long-term debt	—		137		137
Total interest expense (2)	—		33,479		33,479
Net interest income	—		13,294		13,294
Total net revenue (3)	—		71,044		71,044
Reversal of credit losses (3)	—		( 3,669 )		( 3,669 )
Operating expenses
Sales and marketing	7,201		( 7,201 )		—
Origination and servicing	15,595		( 15,595 )		—
Engineering and product development	31,984		( 31,984 )		—
Other general and administrative	54,332		( 54,332 )		—
Total operating expenses	109,112		( 109,112 )		—
Non-interest expense
Compensation and benefits	—		58,649		58,649
Marketing	—		2,135		2,135
Equipment and software	—		6,430		6,430
Occupancy	—		6,466		6,466
Depreciation and amortization	—		12,348		12,348
Professional services	—		8,817		8,817
Other non-interest expense	—		14,267		14,267
Total non-interest expense	—		109,112		109,112
Loss before income tax expense	( 34,399 )		—		( 34,399 )
Income tax benefit	( 74 )		—		( 74 )
Consolidated net loss	$	( 34,325 )	$	—	$	( 34,325 )

(1) See “ Note 3. Marketplace Revenue ” for additional detail.

(2) The increase in total interest expense relates to valuation adjustments on Structured Program borrowings reclassified from net fair value adjustments to interest expense.

(3) The decrease in total net revenue from the historical presentation relates to the reversal of credit valuation adjustments on securities available for sale reclassified from net fair value adjustments to reversal of credit losses.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)


	Nine months ended September 30, 2020
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Net Revenue
Transaction fees	$	164,489	$	( 164,489 )	$	—
Interest income	176,744		( 176,744 )		—
Interest expense	( 114,447 )		114,447		—
Net fair value adjustments	( 108,812 )		108,812		—
Net interest income and fair value adjustments	( 46,515 )		46,515		—
Investor fees	86,924		( 86,924 )		—
Gain on sales of loans	23,724		( 23,724 )		—
Net investor revenue	64,133		( 64,133 )		—
Other revenue	10,166		( 10,166 )		—
Total net revenue	238,788		( 238,788 )		—
Non-interest income
Marketplace revenue (1)	—		175,993		175,993
Other non-interest income	—		10,166		10,166
Total non-interest income	—		186,159		186,159
Interest income
Interest on loans held for sale	—		67,579		67,579

Interest on retail and certificate loans held for investment at fair value	—		92,193		92,193
Interest on other loans held for investment at fair value	—		6,021		6,021
Interest on securities available for sale	—		9,930		9,930
Other interest income	—		1,021		1,021
Total interest income	—		176,744		176,744
Interest expense

Interest on short-term borrowings	—		16,332		16,332
Interest on retail notes, certificates and secured borrowings	—		92,193		92,193
Interest on Structured Program borrowings	—		11,418		11,418
Interest on other long-term debt	—		372		372
Total interest expense (2)	—		120,315		120,315
Net interest income	—		56,429		56,429
Total net revenue (3)	—		242,588		242,588
Provision for credit losses (3)	—		3,800		3,800
Operating expenses
Sales and marketing	65,708		( 65,708 )		—
Origination and servicing	54,419		( 54,419 )		—
Engineering and product development	109,861		( 109,861 )		—
Other general and administrative	169,438		( 169,438 )		—
Total operating expenses	399,426		( 399,426 )		—
Non-interest expense
Compensation and benefits	—		199,991		199,991
Marketing	—		43,030		43,030
Equipment and software	—		20,931		20,931
Occupancy	—		22,241		22,241
Depreciation and amortization	—		41,832		41,832
Professional services	—		32,723		32,723
Other non-interest expense	—		38,678		38,678
Total non-interest expense	—		399,426		399,426
Loss before income tax expense	( 160,638 )		—		( 160,638 )
Income tax expense	245		—		245
Consolidated net loss	$	( 160,883 )	$	—	$	( 160,883 )

(1) See “ Note 3. Marketplace Revenue ” for additional detail.

(2) The increase in total interest expense relates to valuation adjustments on Structured Program borrowings reclassified from net fair value adjustments to interest expense.

(3) The increase in total net revenue from the historical presentation relates to credit valuation adjustments on securities available for sale reclassified from net fair value adjustments to provision for credit losses.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

3. Marketplace Revenue

Marketplace revenue consists of (i) origination fees, (ii) servicing fees, (iii) gain (loss) on sales of loans and (iv) net fair value adjustments, as described below.

Origination Fees: Origination fees are primarily fees earned related to originating and issuing unsecured personal loans that are held for sale. Origination fees are paid directly to the Company by borrowers upon the origination of the loan.

In addition, origination fees include transaction fees that are paid to the Company by issuing bank partners or education and patient service providers for the work performed in facilitating the origination of loans by the issuing banks. Prior to the acquisition of Radius, the Company relied on third-party issuing banks to originate and fund loans initiated by borrowers. Following the acquisition, the Company became the originator and lender for all unsecured personal and auto loans. However, the Company continues to utilize issuing bank partners to fund education and patient finance loans, which originate and service such loans and from whom the Company receives transaction fees.

Servicing Fees: The Company receives servicing fees to compensate it for the costs incurred in servicing a loan, including managing payments from borrowers, collections and payments to investors. The amount of servicing fee revenue earned is predominantly affected by the servicing rates paid by investors and the outstanding principal balance of loans. Servicing fee revenue related to whole loans sold also includes the change in fair value of servicing assets and liabilities associated with the loans. Servicing rights are recorded as either an asset or liability depending on the degree to which the contractual loan servicing fee is above or below an estimated market rate loan servicing fee.

Gain (Loss) on Sales of Loans: In connection with loan sales and in addition to servicing fees earned with respect to the corresponding loan, the Company recognizes a gain or loss on the sale of that loan based on the level to which the contractual loan servicing fee is above or below an estimated market rate loan servicing fee. Additionally, the Company recognizes transaction costs as a loss on sale of loans.

Net Fair Value Adjustments: The Company records fair value adjustments on loans that are recorded at fair value.

The following table presents components of marketplace revenue for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Origination fees	$	129,125	$	24,372	$	298,486	$	164,489
Servicing fees	20,819		25,850		66,699		86,924
Gain on sales of loans	21,907		7,739		49,547		23,724
Net fair value adjustments (1)	2,705		( 3,326 )		( 6,714 )		( 99,144 )
Total marketplace revenue	$	174,556	$	54,635	$	408,018	$	175,993

(1) Certain prior period valuation adjustments on securities available for sale and Structured Program borrowings were reclassified from net fair value adjustments to provision for credit losses and interest expense, respectively, to conform to the current period presentation.

Revenue from Contracts with Customers

The Company’s revenue from contracts with customers includes i) transaction fees received from issuing bank partners and ii) referral fees from third-party companies. Transaction fees are presented as a component of

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

origination fees in “Marketplace revenue” and referral fees are presented as a component of “Other non-interest income” in the Condensed Consolidated Statements of Operations.

Upon the acquisition of Radius, the Company’s principal sources of revenue are marketplace revenue and interest income on loans, which are outside the scope of ASC 606, Revenue from Contracts with Customers . The remainder of the Company’s revenue is classified as non-interest income and is earned from a variety of sources, such as custodial and other fees, service charges, gains and losses and other non-interest income.

The following table presents the Company’s revenue from contracts with customers, disaggregated by revenue source for services transferred over time, for the third quarters and first nine months of 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Transaction fees	$	3,677	$	24,372	$	29,453	$	164,489
Referral fees	4,293		1,264		9,649		3,503
Total revenue from contracts with customers	$	7,970	$	25,636	$	39,102	$	167,992

The Company recognizes transaction and referral fees at each distinct instance after the Company satisfies its performance obligations. The Company had no bad debt expense for the third quarters and first nine months of 2021 and 2020. Because revenue is recognized at the same time that payments are received, the Company had no contract assets, contract liabilities, or deferred contract costs recorded as of both September 30, 2021 and December 31, 2020. Additionally, the Company did not recognize any revenue from performance obligations related to prior periods (for example, due to changes in transaction price) for the third quarters and first nine months of 2021 and 2020. For additional detail on the Company’s accounting policy regarding revenue recognition, see “ Part II – Item 8. Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies ” in the Annual Report.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

4. Net Income (Loss) Per Share

The following tables detail the computation of the Company’s basic and diluted net income (loss) per share of common stock and Series A preferred stock:


Three Months Ended September 30,	2021				2020
	Common Stock		Preferred Stock (1)		Common Stock		Preferred Stock (1)




Net income (loss) attributable to stockholders	$	27,185	$	—	$	( 27,779 )	$	( 6,546 )
Weighted-average common shares – Basic	99,073,507		—		73,566,385		17,335,485
Weighted-average common shares – Diluted	106,108,662		—		73,566,385		17,335,485
Net income (loss) per share attributable to stockholders – Basic	$	0.27	$	0.00	$	( 0.38 )	$	( 0.38 )
Net income (loss) per share attributable to stockholders – Diluted	$	0.26	$	0.00	$	( 0.38 )	$	( 0.38 )


Nine Months Ended September 30,	2021				2020
	Common Stock		Preferred Stock (1)		Common Stock		Preferred Stock (1)


Allocation of undistributed consolidated net loss	$	( 10,434 )	$	( 94 )	$	( 129,968 )	$	( 30,915 )
Deemed dividend	—		—		( 50,204 )		50,204
Net income (loss) attributable to stockholders	$	( 10,434 )	$	( 94 )	$	( 180,172 )	$	19,289
Weighted-average common shares – Basic and Diluted	96,531,725		873,217		76,781,157		13,174,545
Net income (loss) per share attributable to stockholders – Basic and Diluted	$	( 0.11 )	$	( 0.11 )	$	( 2.35 )	$	1.46

(1) Presented on an as-converted basis.

In February 2020, the Company entered into an exchange agreement with its largest stockholder, Shanda Asset Management Holdings Limited and its affiliates (Shanda), pursuant to which, on March 20, 2020, Shanda exchanged all of 19,562,881 shares of LendingClub common stock, par value of $ 0.01 per share, held by it for (i) 195,628 newly issued shares of mandatorily convertible, non-voting, LendingClub preferred stock, series A (Series A Preferred Stock), par value of $ 0.01 per share, and (ii) a one-time cash payment of $ 50.2 million. The Series A Preferred Stock is considered a separate class of common shares for purposes of calculating net income (loss) per share because it participates in earnings similar to common stock and does not receive any significant preferences over the common stock. As a result of the preferred stock outstanding during 2020 and the first quarter of 2021, Basic and Diluted EPS were computed using the two-class method, which is a net income (loss) allocation that determines EPS for each class of common stock according to dividends declared and participation rights in undistributed income (loss). Shanda sold the remainder of its preferred stock during the first quarter of 2021 and, therefore, there were no shares of preferred stock outstanding as of March 31, 2021.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The following table summarizes the weighted-average common stock that were excluded from the Company’s diluted net income (loss) per share computation because their effect would have been anti-dilutive for the periods presented:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
Preferred stock	—	17,335,485	873,217	13,174,545
RSUs and PBRSUs	—	761,077	3,076,073	184,832
Stock options	—	160,382	139,868	228,066
Total	—	18,256,944	4,089,158	13,587,443

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

5. Securities Available for Sale

The amortized cost, gross unrealized gains and losses, allowance for credit losses, and fair value of securities available for sale as of September 30, 2021 and December 31, 2020, were as follows:


September 30, 2021	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
U.S. agency residential mortgage-backed securities	$	115,691	$	80	$	( 1,877 )	$	—	$	113,894
Asset-backed senior securities (1)	37,635		73		—		—		37,708
Commercial mortgage-backed securities	28,963		48		( 367 )		—		28,644
Other asset-backed securities	27,642		244		( 40 )		—		27,846
U.S. agency securities	27,943		15		( 548 )		—		27,410
CLUB Certificate asset-backed securities (1)	21,520		2,672		( 16 )		—		24,176
Asset-backed subordinated securities (1)	5,836		6,070		—		( 96 )		11,810
Municipal securities	3,302		—		( 60 )		—		3,242
Other securities	200		—		—		—		200
Total securities available for sale (2)	$	268,732	$	9,202	$	( 2,908 )	$	( 96 )	$	274,930


December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
Asset-backed senior securities (1)	$	75,332	$	67	$	( 27 )	$	—	$	75,372
CLUB Certificate asset-backed securities (1)	54,525		576		( 772 )		( 4,190 )		50,139
Asset-backed subordinated securities (1)	29,107		2,128		( 174 )		( 14,546 )		16,515
Other securities	200		—		—		—		200





Total securities available for sale (2)	$	159,164	$	2,771	$	( 973 )	$	( 18,736 )	$	142,226

(1) As of September 30, 2021 and December 31, 2020, $ 39.0 million and $ 119.3 million, respectively, of the asset-backed securities related to Structured Program transactions at fair value are subject to restrictions on transfer pursuant to the Company's obligations as a “sponsor” under the U.S. Risk Retention Rules.

(2) As of September 30, 2021, and December 31, 2020, includes $ 248.9 million and $ 133.5 million, respectively, of securities pledged as collateral at fair value.

The Company’s securities available for sale portfolio includes debt securities primarily obtained in the first quarter of 2021 upon its acquisition of Radius and asset-backed securities related to the Company’s Structured Program transactions. The Company’s Structured Program transactions included (i) asset-backed securitization transactions and (ii) Certificate Program transactions. Certificate Program transactions included CLUB Certificate and Levered Certificate transactions.

The Company sponsored the sale of unsecured personal loans through the issuance of certificate securities under its Certificate Program. The CLUB Certificate issued securities retained by the Company are presented as “CLUB Certificate asset-backed securities” in the securities available for sale tables below. The Levered Certificate issued senior and subordinated securities retained by the Company are presented in aggregate with securities from asset-

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

backed securitizations as “Asset-backed senior securities” and “Asset-backed subordinated securities,” respectively, in the tables below. The “Other asset-backed securities” caption in the tables below primarily includes investment-grade rated bonds that are collateralized by student loan receivables and small business association loans.

A summary of securities available for sale with unrealized losses for which an allowance for credit losses has not been recorded as of September 30, 2021 and December 31, 2020, aggregated by period of continuous unrealized loss, is as follows:


	Less than 12 months				12 months or longer				Total
September 30, 2021	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. agency residential mortgage-backed securities	$	100,063	$	( 1,877 )	$	—	$	—	$	100,063	$	( 1,877 )
Asset-backed securities related to Structured Program transactions	—		—		1,583		( 16 )		1,583		( 16 )
Other asset-backed securities	6,142		( 40 )		—		—		6,142		( 40 )
Commercial mortgage-backed securities	25,783		( 367 )		—		—		25,783		( 367 )
U.S. agency securities	14,377		( 548 )		—		—		14,377		( 548 )
Municipal securities	3,242		( 60 )		—		—		3,242		( 60 )
Total securities with unrealized losses (1)	$	149,607	$	( 2,892 )	$	1,583	$	( 16 )	$	151,190	$	( 2,908 )


	Less than 12 months				12 months or longer				Total
December 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Asset-backed securities related to Structured Program transactions	$	26,678	$	( 855 )	$	6,052	$	( 118 )	$	32,730	$	( 973 )
Total securities with unrealized losses (1)	$	26,678	$	( 855 )	$	6,052	$	( 118 )	$	32,730	$	( 973 )

(1) The number of investment positions with unrealized losses at September 30, 2021 and December 31, 2020 totaled 118 and 55 , respectively.

During the third quarter and first nine months of 2020, the Company recorded an allowance for credit loss on those securities where there was a deterioration in future estimated cash flows. The Company also recorded unrealized losses on securities with fair value price reductions due to higher liquidity premiums observed due to the market dislocation related to COVID-19. In the third quarter and first nine months of 2021, the Company deemed it not necessary to record unrealized losses as an allowance for credit loss for certain securities due to the nature of those securities and their investment grade quality.

During the third quarter and first nine months of 2021, the Company recognized $ 0.5 million and $ 3.3 million in credit recovery, respectively. During the third quarter and first nine months of 2020, the Company recognized $ 3.7 million in credit recovery and $ 3.8 million in credit loss expense, respectively.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The following table presents the activity in the allowance for credit losses for securities available for sale, by major security type, for the third quarters and first nine months of 2021 and 2020:


Allowance for Credit Losses	CLUB Certificate asset-backed securities		Asset-backed subordinated securities		Total
Beginning balance as of June 30, 2021	$	( 40 )	$	( 552 )	$	( 592 )
Reversal of credit loss expense	40		456		496


Ending balance as of September 30, 2021	$	—	$	( 96 )	$	( 96 )

Allowance for Credit Losses	CLUB Certificate asset-backed securities		Asset-backed subordinated securities		Total
Beginning balance as of December 31, 2020	$	( 4,190 )	$	( 14,546 )	$	( 18,736 )
Reversal of credit loss expense	236		3,052		3,288

Reversal of allowance from PCD financial assets	3,954		11,398		15,352
Ending balance as of September 30, 2021	$	—	$	( 96 )	$	( 96 )


Allowance for Credit Losses	CLUB Certificate asset-backed securities		Asset-backed subordinated securities		Total
Beginning balance as of June 30, 2020	$	( 6,587 )	$	( 8,984 )	$	( 15,571 )
Reversal of credit loss expense	2,087		1,582		3,669
Allowance arising from PCD financial assets	—		( 5,640 )		( 5,640 )
Ending balance as of September 30, 2020	$	( 4,500 )	$	( 13,042 )	$	( 17,542 )

Allowance for Credit Losses	CLUB Certificate asset-backed securities		Asset-backed subordinated securities		Total
Beginning balance as of January 1, 2020	$	—	$	—	$	—
Provision for credit loss expense	( 546 )		( 3,254 )		( 3,800 )
Allowance arising from PCD financial assets	( 3,954 )		( 9,788 )		( 13,742 )
Ending balance as of September 30, 2020	$	( 4,500 )	$	( 13,042 )	$	( 17,542 )

Securities available for sale purchased with credit deterioration during the third quarter and first nine months of 2020 were as follows:


	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Purchase price of PCD securities at acquisition	$	446	$	25,915
Allowance for credit losses on PCD securities at acquisition	5,640		13,742
Par value of acquired PCD securities at acquisition	$	6,086	$	39,657

There were no securities available for sale purchased with credit deterioration during the third quarter and first nine months of 2021.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The contractual maturities of securities available for sale at September 30, 2021, were as follows:


	Amortized Cost		Fair Value		Weighted- average Yield (1)








Due within 1 year:
Other securities	$	200	$	200
Total due within 1 year	200		200		0.02	%
Due after 5 years through 10 years:
U.S. agency residential mortgage-backed securities	394		394
Other asset-backed securities	926		944
Commercial mortgage-backed securities	4,273		4,185
U.S. agency securities	4,023		4,024
Municipal securities	470		462
Total due after 5 years through 10 years	10,086		10,009		0.99	%
Due after 10 years:
U.S. agency residential mortgage-backed securities	115,297		113,500
Other asset-backed securities	26,716		26,902
Commercial mortgage-backed securities	24,690		24,459
U.S. agency securities	23,920		23,386
Municipal securities	2,832		2,780
Total due after 10 years	193,455		191,027		1.54	%
Asset-backed securities related to Structured Program transactions	64,991		73,694		13.40	%
Total securities available for sale	$	268,732	$	274,930	4.39	%

(1) The weighted-average yield is computed using the amortized cost at September 30, 2021.

Proceeds and gross realized gains and losses from sales of securities available for sale were as follows:


	Nine Months Ended September 30,
		2021		2020
Proceeds		$	106,192	$	2,396
Gross realized gains		$	708	$	3
Gross realized losses		$	( 952 )	$	( 4 )

The were no sales of securities available for sale during the third quarters of 2021 and 2020. There were no Structured Program transactions in the third quarter and first nine months of 2021. During the third quarter and first nine months of 2020, the Company and Consumer Loan Underlying Bond Depositor LLC (Depositor), a subsidiary of the Company, sold a combined $ 0.2 billion and $ 1.3 billion, respectively, in asset-backed securities related to Structured Program transactions. There were no realized gains or losses related to such sales. For further information, see “ Note 8. Fair Value of Assets and Liabilities .”

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

6. Loans and Leases Held for Investment, Net of Allowance For Loan and Lease Losses

As a result of the acquisition of Radius and becoming a bank holding company, LendingClub now records loans and leases held for investment at amortized cost, and, loans initially classified as held for sale at fair value. Prior to the acquisition, all loans were recorded at fair value. Therefore, the following disclosures apply to loans and leases held for investment at amortized cost.

Accrued interest receivable is excluded from the amortized cost basis of loans and leases held for investment and is reported within “Other assets” on the Company’s Condensed Consolidated Balance Sheets. Accrued interest within that caption related to loans and leases held for investment was $ 12.2 million as of September 30, 2021.

Loans and Leases Held for Investment

The Company defines its loans and leases held for investment portfolio segments as (i) consumer and (ii) commercial. The following table presents the components of each portfolio segment by class of financing receivable:


	September 30, 2021
Unsecured personal	$	1,258,279
Residential mortgages	141,200
Secured consumer	314,539
Other consumer	1,220
Total consumer loans held for investment	1,715,238
Equipment finance (1)	157,457
Commercial real estate	316,135
Commercial and industrial (2)	519,162
Total commercial loans and leases held for investment	992,754
Total loans and leases held for investment	2,707,992
Allowance for loan and lease losses (ALLL)	( 104,736 )
Loans and leases held for investment, net (3)	$	2,603,256

(1) Comprised of sales-type leases for equipment. See “ Note 17. Leases ” for additional information.

(2) Includes $ 367.6 million of pledged loans under the Paycheck Protection Program (PPP). PPP loans are guaranteed by the SBA and, therefore, the Company determined no allowance for expected credit losses is required on these loans.

(3) As of September 30, 2021, the Company had $ 391.5 million in loans pledged as collateral under the FRB Discount Window.


	September 30, 2021
	Gross		ALLL		Net		Allowance Ratios (1)
Total consumer loans held for investment	$	1,715,238	$	88,631	$	1,626,607	5.2	%
Total commercial loans and leases held for investment (2)	992,754		16,105		976,649		1.6	%
Total loans and leases held for investment (2)	$	2,707,992	$	104,736	$	2,603,256	3.9	%

(1) Calculated as the ratio of ALLL to loans and leases held for investment.

(2) Excluding the PPP loans mentioned above, the ALLL represented 2.6 % of commercial loans and leases held for investment and 4.5 % of total loans and leases held for investment.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The activity in the allowance for expected credit losses by portfolio segment for the third quarter and first nine months of 2021 was as follows:


	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021
	Consumer		Commercial		Total		Consumer		Commercial		Total
Allowance for loan and lease losses, beginning of period	$	54,058	$	17,023	$	71,081	$	—	$	—	$	—
Credit loss expense for loans and leases held for investment	37,695		( 562 )		37,133		91,194		4,468		95,662
Initial allowance for PCD loans acquired during the period (1)	—		—		—		603		11,837		12,440
Charge-offs	( 3,142 )		( 1,194 )		( 4,336 )		( 3,232 )		( 1,350 )		( 4,582 )
Recoveries	20		838		858		66		1,150		1,216
Allowance for loan and lease losses, end of period	$	88,631	$	16,105	$	104,736	$	88,631	$	16,105	$	104,736

Reserve for unfunded lending commitments, beginning of period	$	—	$	390	$	390	$	—	$	—	$	—
Credit loss expense for unfunded lending commitments	50		837		887		50		1,227		1,277
Reserve for unfunded lending commitments, end of period (2)	$	50	$	1,227	$	1,277	$	50	$	1,227	$	1,277

(1) For acquired PCD loans, an allowance of $ 30.4 million was required with a corresponding increase to the amortized cost basis as of the acquisition date. For PCD loans where all or a portion of the loan balance had been previously written-off, or would be subject to write-off under the Company’s charge-off policy, a CECL allowance of $ 18.0 million included as part of the grossed-up loan balance at acquisition was immediately written-off. The net impact to the allowance for PCD assets on the acquisition date was $ 12.4 million.

(2) Relates to $ 115.5 million of unfunded commitments.

The Company did not recognize an allowance for loan and lease losses as of December 31, 2020 because it did not carry loans held for investment at amortized cost as of that date. During the first quarter of 2021, as a result of the Radius acquisition, the Company acquired and began originating loans held for investment at amortized cost. The allowance for loan and lease losses balance as of September 30, 2021 relates to the recognition of expected credit losses on these purchased and originated loans.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Consumer Lending Credit Quality Indicators

The Company evaluates the credit quality of its consumer loan portfolio based on the aging status of the loan and by payment activity. Loan delinquency reporting is based upon borrower payment activity relative to the contractual terms of the loan. The following table presents the classes of financing receivables within the consumer portfolio segment by credit quality indicator based on delinquency status as of September 30, 2021 and origination year:


September 30, 2021	Term Loans and Leases by Origination Year
	2021		2020		2019		2018		2017		Prior		Within Revolving Period		Total
Unsecured personal
Current	$	1,255,020	$	—	$	—	$	—	$	—	$	—	$	—	$	1,255,020
30-59 days past due	1,806		—		—		—		—		—		—		1,806
60-89 days past due	849		—		—		—		—		—		—		849
90 or more days past due	604		—		—		—		—		—		—		604
Total unsecured personal	1,258,279		—		—		—		—		—		—		1,258,279
Residential mortgages
Current	17,210		40,108		28,246		7,848		2,700		41,889		1,266		139,267
30-59 days past due	—		—		—		—		—		—		—		—
60-89 days past due	—		—		—		—		93		—		—		93
90 or more days past due	—		—		—		674		251		915		—		1,840
Total residential mortgages	17,210		40,108		28,246		8,522		3,044		42,804		1,266		141,200
Secured consumer
Current	163,820		49,328		36,903		37,062		5,008		16,483		—		308,604
30-59 days past due	46		—		—		—		—		—		—		46
60-89 days past due	—		—		—		2,401		—		—		—		2,401
90 or more days past due	—		—		—		3,106		382		—		—		3,488
Total secured consumer	163,866		49,328		36,903		42,569		5,390		16,483		—		314,539
Other consumer
Current	1,208		—		—		—		—		—		12		1,220
30-59 days past due	—		—		—		—		—		—		—		—
60-89 days past due	—		—		—		—		—		—		—		—
90 or more days past due	—		—		—		—		—		—		—		—
Total other consumer	1,208		—		—		—		—		—		12		1,220
Total consumer loans held for investment	$	1,440,563	$	89,436	$	65,149	$	51,091	$	8,434	$	59,287	$	1,278	$	1,715,238

Commercial Lending Credit Quality Indicators

The Company evaluates the credit quality of its commercial loan portfolio based on regulatory risk ratings. The Company categorizes loans and leases into risk ratings based on relevant information about the quality and realizable value of collateral, if any, and the ability of borrowers to service their debts, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans and leases individually by classifying the loans and leases based on their associated credit risk and performs this analysis whenever credit is extended, renewed or modified, or when an observable event occurs indicating a potential decline in credit quality, and no less than annually for large balance loans. Risk rating classifications consist of the following:

Special Mention – Loans and leases with a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the Company’s credit position at some future date.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Substandard – Loans and leases that are inadequately protected by the current sound worth and paying capacity of the obligator or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the repayment and liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Normal payment from the borrower is in jeopardy, although loss of principal, while still possible, is not imminent.

Doubtful – Loans and leases that have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

The following table presents the classes of financing receivables within the commercial portfolio segment by risk rating as of September 30, 2021 and origination year:


September 30, 2021	Term Loans and Leases by Origination Year
	2021		2020		2019		2018		2017		Prior		Within Revolving Period		Total
Equipment finance
Pass	$	45,557	$	38,074	$	31,501	$	18,807	$	7,069	$	12,245	$	—	$	153,253
Special mention	1,583		—		1,877		—		—		—		—		3,460
Substandard	—		—		—		744		—		—		—		744
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total equipment finance	47,140		38,074		33,378		19,551		7,069		12,245		—		157,457
Commercial real estate
Pass	39,315		56,981		67,376		43,745		23,042		52,324		3,682		286,465
Special mention	—		8,372		—		1,369		1,032		10,506		—		21,279
Substandard	—		—		278		2,488		651		4,397		—		7,814
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		577		—		577
Total commercial real estate	39,315		65,353		67,654		47,602		24,725		67,804		3,682		316,135
Commercial and industrial
Pass	277,968		166,667		26,858		8,283		17,604		8,431		628		506,439
Special mention	—		—		2,256		650		554		40		—		3,500
Substandard	—		1,121		999		2,590		1,579		1,722		93		8,104
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		52		4		1,063		—		1,119
Total commercial and industrial (1)	277,968		167,788		30,113		11,575		19,741		11,256		721		519,162
Total commercial loans and leases held for investment	364,423		271,215		131,145		78,728		51,535		91,305		4,403		992,754

(1) Includes $ 367.6 million of PPP loans.

The following table presents an analysis of the past-due loans and leases held for investment within the commercial portfolio segment at September 30, 2021:


September 30, 2021	Days Past Due
	Current-29		30-59		60-89		90 or more		Total
Equipment finance	$	157,457	$	—	$	—	$	—	$	157,457
Commercial real estate	315,355		163		143		474		316,135
Commercial and industrial (1)	440,932		222		76,645		1,363		519,162
Total commercial loans and leases held for investment	$	913,744	$	385	$	76,788	$	1,837	$	992,754

(1) Includes $ 367.6 million of PPP loans. The past due loans consist of PPP loans and are guaranteed by the SBA.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Nonaccrual Assets

Nonaccrual loans and leases are those for which accrual of interest has been suspended. Loans and leases are generally placed on nonaccrual status when contractually past due 90 days or more, or earlier if management believes that the probability of collection does not warrant further accrual.

The following table presents nonaccrual loans and leases as of September 30, 2021:


	September 30, 2021
	Nonaccrual (1)		Nonaccrual with no related ACL (2)
Unsecured personal	$	604	$	—
Residential mortgages	2,106		2,106
Secured consumer	5,888		382
Other consumer	—		—
Total nonaccrual consumer loans held for investment	8,598		2,488

Equipment finance	744		—
Commercial real estate	1,219		1,219
Commercial and industrial	1,415		1,067
Total nonaccrual commercial loans and leases held for investment	3,378		2,286

Total nonaccrual loans and leases held for investment	$	11,976	$	4,774

(1) There were no loans and leases that were 90 days or more past due and accruing as of September 30, 2021.

(2) Subset of total nonaccrual loans and leases.


	September 30, 2021
	Nonaccrual		Nonaccrual Ratios (1)
Total nonaccrual consumer loans held for investment	$	8,598	0.5	%
Total nonaccrual commercial loans and leases held for investment	3,378		0.3	%
Total nonaccrual loans and leases held for investment (2)(3)	$	11,976	0.4	%

(1) Calculated as the ratio of nonaccruing loans and leases to loans and leases held for investment.

(2) The allowance for loan and lease losses represented 875 % of nonaccrual loans and leases as of September 30, 2021.

(3) Nonaccruing loans and leases represented 0.5 % of total loans and leases held for investment, excluding PPP loans.

Collateral-Dependent Assets

Certain loans on non-accrual status and certain TDR loans may be considered collateral-dependent loans if the borrower is experiencing financial difficulty and repayment of the loan is expected to be substantially through sale or operation of the collateral. Expected credit losses for the Company’s collateral-dependent loans are calculated as the difference between the amortized cost basis and the fair value of the underlying collateral less costs to sell, if applicable. See “ Note 1. Summary of Significant Accounting Policies ” for further detail.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Purchased Financial Assets with Credit Deterioration

Acquired loans are recorded at their fair value, which may result in the recognition of a discount or premium. In addition, the purchase price of PCD loans is grossed-up upon acquisition for the initial estimate of expected credit losses. For acquired PCD loans for which all or a portion of the balance was previously written off, or was required to be written off under LendingClub’s charge-off policy upon acquisition, the expected credit loss included in the grossed-up loan balance was immediately charged off. Subsequent changes to the allowance for expected credit losses are recorded as additions to or reversals of credit losses on the Company’s Condensed Consolidated Statements of Operations.

Acquired PCD loans during the first nine months of 2021 were as follows:


	Nine Months Ended September 30, 2021
Purchase price	$	337,118
Allowance for expected credit losses (1)	30,378
Discount attributable to other factors	12,204
Par value	$	379,700

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

7. Securitizations and Variable Interest Entities

VIE Assets and Liabilities

The following tables provide the classifications of assets and liabilities on the Company’s Condensed Consolidated Balance Sheets for its transactions with consolidated and unconsolidated VIEs at September 30, 2021 and December 31, 2020. Additionally, the assets and liabilities in the table below exclude intercompany balances that eliminate in consolidation:


September 30, 2021	Consolidated VIEs		Unconsolidated VIEs		Total
Assets

Restricted cash	$	14,827	$	—	$	14,827
Securities available for sale at fair value	—		73,694		73,694
Loans held for sale at fair value	55,172		—		55,172
Retail and certificate loans held for investment at fair value	15,388		—		15,388
Other loans held for investment at fair value	27,033		—		27,033
Other assets	649		19,732		20,381
Total assets	$	113,069	$	93,426	$	206,495
Liabilities
Retail notes, certificates and secured borrowings at fair value	$	15,388	$	—	$	15,388
Payable on Structured Program borrowings	89,252		—		89,252
Other liabilities	284		—		284
Total liabilities	104,924		—		104,924
Total net assets	$	8,145	$	93,426	$	101,571


December 31, 2020	Consolidated VIEs		Unconsolidated VIEs		Total
Assets
Restricted cash	$	15,983	$	—	$	15,983
Securities available for sale at fair value	—		142,026		142,026
Loans held for sale at fair value	98,190		—		98,190
Retail and certificate loans held for investment at fair value	52,620		—		52,620
Other loans held for investment at fair value	50,102		—		50,102
Other assets	1,270		32,865		34,135
Total assets	$	218,165	$	174,891	$	393,056
Liabilities

Retail notes, certificates and secured borrowings at fair value	$	52,620	$	—	$	52,620
Payable on Structured Program borrowings	152,808		—		152,808
Other liabilities	729		—		729
Total liabilities	206,157		—		206,157
Total net assets	$	12,008	$	174,891	$	186,899

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Consolidated VIEs

The Company consolidates VIEs when it is deemed to be the primary beneficiary. See “ Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies ” in the Annual Report for additional information.

LC Trust

The Company established the LC Trust for the purpose of acquiring and holding loans for the sole benefit of certain investors that have purchased trust certificates issued by the LC Trust. The Company is obligated to ensure that the LC Trust meets minimum capital requirements with respect to funding the administrative activities and maintaining the operations of the LC Trust.

Consolidated Trusts

The Company established trusts to facilitate the sale of loans and issuance of senior and subordinated securities. If the Company is the primary beneficiary of the trust, it is a consolidated VIE and will reflect senior and subordinated securities held by third parties within “Payable on Structured Program borrowings” in the Company’s Condensed Consolidated Balance Sheets. If subsequently the Company is not the primary beneficiary of the trust, the Company will deconsolidate the VIE. See “ Note 13. Short-term Borrowings and Long-term Debt ” for additional information.

Warehouse Credit Facilities

Prior to the acquisition of Radius, the Company established certain entities (deemed to be VIEs) to enter into warehouse credit facilities for the purpose of purchasing loans from LendingClub. In the fourth quarter of 2020, the Company fully repaid and terminated its credit facilities.

The following tables present a summary of financial assets and liabilities from the Company’s involvement with consolidated VIEs at September 30, 2021 and December 31, 2020:


September 30, 2021	Assets		Liabilities		Net Assets
LC Trust	$	17,953	$	( 15,505 )	$	2,448
Consolidated trusts	95,116		( 89,419 )		5,697

Total consolidated VIEs	$	113,069	$	( 104,924 )	$	8,145


December 31, 2020	Assets		Liabilities		Net Assets
LC Trust	$	55,447	$	( 53,068 )	$	2,379
Consolidated trusts	162,460		( 153,089 )		9,371
Warehouse credit facility	258		—		258
Total consolidated VIEs	$	218,165	$	( 206,157 )	$	12,008

The creditors of the VIEs above have no recourse to the general credit of the Company as the primary beneficiary of the VIEs and the liabilities of the VIEs can only be settled by the respective VIE’s assets.

Unconsolidated VIEs

The Company’s transactions with unconsolidated VIEs include asset-backed securitizations, Certificate Program transactions and loan sale transactions of unsecured personal loans. The Company has various forms of involvement

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

with VIEs, including servicing of loans and holding senior or subordinated residual interests in the VIEs. The accounting for these transactions is based on a primary beneficiary analysis to determine whether the underlying VIEs should be consolidated. If the VIEs are not consolidated and the transfer of the loans from the Company to the VIE meets sale accounting criteria, then the Company will recognize a gain or loss on sales of loans. The Company considers continued involvement in an unconsolidated VIE insignificant if it is the sponsor and servicer and does not hold other significant variable interests. In these instances, the Company’s involvement with the VIE is in the role as an agent and without significant participation in the economics of the VIE. The Company enters into separate servicing agreements with the VIEs and holds at least 5% of the beneficial interests issued by the VIEs to comply with regulatory risk retention rules. The beneficial interests retained by the Company consist of senior securities and subordinated securities and are accounted for as securities available for sale. In connection with these transactions, we make certain customary representations, warranties and covenants. See “ Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies ” in the Annual Report for additional information.

Investment Fund

The Company has an equity investment in a private fund (Investment Fund) that participates in a family of funds with other unrelated third parties. This family of funds purchases assets from third parties unrelated to the Company and historically purchased whole loans and interests in loans from the Company. As of September 30, 2021, the Company had an ownership interest of approximately 21 % in the Investment Fund. The Company’s investment is deemed to be a variable interest in the Investment Fund because the Company shares in the expected returns and losses of the Investment Fund. The Company has requested a full redemption of its investment in the Investment Fund. At September 30, 2021, the Company’s investment was $ 7.7 million, which is recognized in “Other assets” on the Company’s Condensed Consolidated Balance Sheets.

The following tables summarize unconsolidated VIEs with which the Company has significant continuing involvement, but is not the primary beneficiary at September 30, 2021 and December 31, 2020:


September 30, 2021			Carrying Value
	Total VIE Assets		Securities Available for Sale		Other Assets		Net Assets
Unconsolidated Trusts	$	763,992	$	31,253	$	5,517	$	36,770
Certificate Program	929,742		42,441		6,490		48,931
Investment Fund	37,533		—		7,725		7,725
Total unconsolidated VIEs	$	1,731,267	$	73,694	$	19,732	$	93,426


September 30, 2021	Maximum Exposure to Loss
	Securities Available for Sale		Other Assets		Net Assets
Unconsolidated Trusts	$	31,253	$	5,517	$	36,770
Certificate Program	42,441		6,490		48,931
Investment Fund	—		7,725		7,725
Total unconsolidated VIEs	$	73,694	$	19,732	$	93,426

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)


December 31, 2020			Carrying Value
	Total VIE Assets		Securities Available for Sale		Other Assets		Net Assets
Unconsolidated Trusts	$	1,267,611	$	57,511	$	9,654	$	67,165
Certificate Program	1,931,429		84,515		15,436		99,951
Investment Fund	34,376		—		7,775		7,775
Total unconsolidated VIEs	$	3,233,416	$	142,026	$	32,865	$	174,891


December 31, 2020	Maximum Exposure to Loss
	Securities Available for Sale		Other Assets		Total Exposure
Unconsolidated Trusts	$	57,511	$	9,654	$	67,165
Certificate Program	84,515		15,436		99,951
Investment Fund	—		7,775		7,775
Total unconsolidated VIEs	$	142,026	$	32,865	$	174,891

“Total VIE Assets” represents the remaining principal balance of loans held by unconsolidated VIEs with respect to Unconsolidated Trusts, Certificate Program transactions, and the net assets held by the Investment Fund using the most current information available. “Securities Available for Sale” and “Other Assets” are the balances in the Company’s Condensed Consolidated Balance Sheets related to its involvement with the unconsolidated VIEs. “Other Assets” includes the Company’s servicing assets and servicing receivables and the Company’s equity investment with respect to the Investment Fund. “Total Exposure” refers to the Company’s maximum exposure to loss from its involvement with unconsolidated VIEs. It represents estimated loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is extremely remote, such as where the value of interests and any associated collateral declines to zero. Accordingly, this required disclosure is not an indication of expected losses.

The following tables summarize activity related to the Unconsolidated Trusts and Certificate Program trusts, with the transfers accounted for as a sale on the Company’s financial statements for the third quarters and first nine months of 2021 and 2020:


Three Months Ended September 30,	2021				2020
	Unconsolidated Trusts		Unconsolidated Certificate Program Trusts			Unconsolidated Trusts		Unconsolidated Certificate Program Trusts
Principal derecognized from loans securitized or sold (1)	$	—	$	—		$	—	$	233,852
Net gains recognized from loans securitized or sold	$	—	$	—		$	—	$	1,563


Cash proceeds from servicing and other administrative fees on loans securitized or sold	$	2,021	$	3,131		$	4,176	$	6,697
Cash proceeds for interest received on senior securities and subordinated securities	$	377	$	598		$	983	$	1,847

(1) Includes non-cash purchase and sale of loans requested by investors to facilitate a Structured Program transaction during the third quarter of 2020.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)


Nine Months Ended September 30,	2021				2020
	Unconsolidated Trusts		Unconsolidated Certificate Program Trusts			Unconsolidated Trusts		Unconsolidated Certificate Program Trusts
Principal derecognized from loans securitized or sold (1)	$	—	$	—		$	255,203	$	871,489
Net gains (losses) recognized from loans securitized or sold	$	—	$	—		$	( 20 )	$	7,159
Fair value of asset-backed senior and subordinated securities, and CLUB Certificate asset-backed securities retained upon settlement (2)	$	—	$	—		$	12,707	$	31,423
Cash proceeds from loans securitized or sold	$	—	$	—		$	237,764	$	598,515
Cash proceeds from servicing and other administrative fees on loans securitized or sold	$	7,546	$	12,054		$	14,118	$	20,919
Cash proceeds for interest received on senior securities and subordinated securities	$	2,198	$	4,388		$	3,792	$	6,740

(1) Includes non-cash purchase and sale of loans requested by investors to facilitate a Structured Program transaction during the third quarter of 2020.

(2) For Structured Program transactions, the Company retained asset-backed senior securities of $ 23.0 million, CLUB Certificate asset-backed securities of $ 18.3 million, and asset-backed subordinated securities of $ 2.9 million for the first nine months of 2020. The Company did no t retain asset-backed securities related to Structured Program transactions during the first nine months of 2021.

Off-Balance Sheet Loans

Off-balance sheet loans pursuant to unconsolidated VIE’s primarily relate to Structured Program transactions for which the Company has some form of continuing involvement, including as servicer. For loans related to Structured Program transactions where servicing is the only form of continuing involvement, the Company would only experience a loss if it was required to repurchase a loan due to a breach in representations and warranties associated with its loan sale or servicing contracts.

As of September 30, 2021, the aggregate unpaid principal balance of the off-balance sheet loans related to Structured Program transactions was $ 1.7 billion, of which $ 42.4 million was attributable to off-balance sheet loans that were 31 days or more past due. As of December 31, 2020, the aggregate unpaid principal balance of the off-balance sheet loans related to Structured Program transactions was $ 3.2 billion, of which $ 94.8 million was attributable to off-balance sheet loans that were 31 days or more past due.

Retained Interests from Unconsolidated VIEs

The Company and other investors in the subordinated interests issued by trusts and Certificate Program trusts have rights to cash flows only after the investors holding the senior securities issued by the trusts have first received their contractual cash flows. The investors and the trusts have no direct recourse to the Company’s assets, and holders of the securities issued by the trusts can look only to the assets of the securitization trusts that issued their securities for payment. The beneficial interests held by the Company are subject principally to the credit and prepayment risk stemming from the underlying unsecured personal whole loans.

See “ Note 8. Fair Value of Assets and Liabilities ” for additional information on the fair value sensitivity of asset-backed securities related to Structured Program transactions.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

8. Fair Value of Assets and Liabilities

For a description of the fair value hierarchy and the Company’s fair value methodologies, see “ Part II – Item 8. Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies ” in the Annual Report. The Company records certain assets and liabilities at fair value as listed in the following tables.

Financial Instruments Recorded at Fair Value

The following tables present the fair value hierarchy for assets and liabilities measured at fair value at September 30, 2021 and December 31, 2020:


September 30, 2021	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans held for sale at fair value	$	—	$	—	$	152,160	$	152,160
Retail and certificate loans held for investment at fair value	—		—		298,541		298,541
Other loans held for investment at fair value	—		—		27,229		27,229
Securities available for sale:
U.S. agency residential mortgage-backed securities	—		113,894		—		113,894
Asset-backed senior securities and subordinated securities	—		37,708		11,810		49,518
Commercial mortgage-backed securities	—		28,644		—		28,644
Other asset-backed securities	—		27,846		—		27,846
U.S. agency securities	—		27,410		—		27,410
CLUB Certificate asset-backed securities	—		—		24,176		24,176
Municipal securities	—		3,242		—		3,242
Other securities	—		200		—		200
Total securities available for sale	—		238,944		35,986		274,930
Servicing assets	—		—		63,573		63,573
Other assets	—		3,235		5,357		8,592
Total assets	$	—	$	242,179	$	582,846	$	825,025

Liabilities:
Retail notes, certificates and secured borrowings	$	—	$	—	$	298,541	$	298,541
Payable on Structured Program borrowings	—		—		89,252		89,252
Other liabilities	—		—		17,941		17,941
Total liabilities	$	—	$	—	$	405,734	$	405,734

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)


December 31, 2020	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans held for sale at fair value	$	—	$	—	$	121,902	$	121,902
Retail and certificate loans held for investment at fair value	—		—		636,686		636,686
Other loans held for investment at fair value	—		—		49,954		49,954
Securities available for sale:
Asset-backed senior securities and subordinated securities	—		75,372		16,515		91,887
CLUB Certificate asset-backed securities	—		—		50,139		50,139





Other securities	—		200		—		200
Total securities available for sale	—		75,572		66,654		142,226
Servicing assets	—		—		56,347		56,347
Total assets	$	—	$	75,572	$	931,543	$	1,007,115

Liabilities:
Retail notes, certificates and secured borrowings	$	—	$	—	$	636,774	$	636,774
Payable on Structured Program borrowings	—		—		152,808		152,808
Other liabilities	—		—		12,270		12,270
Total liabilities	$	—	$	—	$	801,852	$	801,852

Changes in the fair value of financial liabilities presented in the tables above, caused by a change in the Company’s risk are reported in other comprehensive income (OCI). For the third quarters and first nine months of 2021 and 2020, the amount reported in OCI is zero because these financial liabilities are either payable only upon receipt of cash flows from underlying loans or secured by cash collateral.

Financial instruments are categorized in the valuation hierarchy based on the significance of unobservable factors in the overall fair value measurement. Since the financial instruments listed in the tables above do not trade in an active market with readily observable prices, the Company uses significant unobservable inputs to measure the fair value of these assets and liabilities. These fair value estimates may also include observable, actively quoted components derived from external sources. As a result, changes in fair value for assets and liabilities within the Level 2 or Level 3 categories may include changes in fair value that were attributable to observable and unobservable inputs, respectively. The Company primarily uses a discounted cash flow model to estimate the fair value of Level 3 instruments based on the present value of estimated future cash flows. This model uses inputs that are inherently judgmental and reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. Due to changes in the availability of market observable inputs, the Company transferred $ 517 thousand of asset-backed securities related to Structured Program transactions out of Level 3 during the first nine months of 2020. The Company did not transfer any other assets or liabilities in or out of Level 3 during the third quarters and first nine months of 2021.

Fair valuation adjustments are recorded through earnings related to Level 3 instruments for the third quarters and first nine months of 2021 and 2020. Certain unobservable inputs may (in isolation) have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input. When multiple inputs are used within the valuation techniques, a change in one input in a certain direction may be offset by an opposite change from another input.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Loans Held for Sale at Fair Value

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 loans held for sale at fair value at September 30, 2021 and December 31, 2020:


	Loans Held for Sale at Fair Value
	September 30, 2021						December 31, 2020
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	5.2	%	11.6	%	9.1	%	7.6	%	16.0	%	8.5	%
Net cumulative expected loss rates (1)	2.5	%	25.6	%	9.8	%	5.0	%	28.0	%	8.2	%
Cumulative expected prepayment rates (1)	30.6	%	44.8	%	36.0	%	27.2	%	41.2	%	30.4	%

(1) Expressed as a percentage of the original principal balance of the loan.

Significant Recurring Level 3 Fair Value Input Sensitivity

The sensitivity of loans held for sale at fair value to adverse changes in key assumptions as of September 30, 2021 and December 31, 2020, are as follows:


	September 30, 2021		December 31, 2020
Loans held for sale at fair value	$	152,160	$	121,902
Expected weighted-average life (in years)	1.2		1.1
Discount rates
100 basis point increase	$	( 1,572 )	$	( 1,151 )
200 basis point increase	$	( 3,119 )	$	( 2,282 )
Expected credit loss rates on underlying loans
10% adverse change	$	( 675 )	$	( 1,099 )
20% adverse change	$	( 1,371 )	$	( 2,220 )
Expected prepayment rates
10% adverse change	$	( 1,568 )	$	( 273 )
20% adverse change	$	( 3,242 )	$	( 556 )

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Fair Value Reconciliation

The following tables present additional information about Level 3 loans held for sale at fair value on a recurring basis for the third quarters and first nine months of 2021 and 2020:


	Loans Held for Sale at Fair Value
		Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at June 30, 2021		$	186,988	$	( 6,927 )	$	180,061
Originations and purchases		2,339,869		—		2,339,869


Sales		( 2,342,158 )		( 85 )		( 2,342,243 )
Principal payments and retirements		( 27,211 )		—		( 27,211 )
Charge-offs, net of recoveries		( 1,138 )		( 209 )		( 1,347 )
Change in fair value recorded in earnings		—		3,031		3,031
Balance at September 30, 2021		$	156,350	$	( 4,190 )	$	152,160




	Loans Held for Sale at Fair Value
		Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at June 30, 2020		$	668,262	$	( 81,169 )	$	587,093
Purchases		27,756		( 6 )		27,750

Transfers from loans held for investment and/or loans held for sale (1)		479		—		479
Sales		( 442,744 )		51,220		( 391,524 )
Principal payments and retirements		( 44,439 )		—		( 44,439 )
Charge-offs, net of recoveries		( 6,565 )		6,148		( 417 )
Change in fair value recorded in earnings		—		1,859		1,859
Balance at September 30, 2020		$	202,749	$	( 21,948 )	$	180,801


	Loans Held for Sale at Fair Value
		Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at December 31, 2020		$	132,600	$	( 10,698 )	$	121,902
Originations and purchases		5,320,264		( 1,629 )		5,318,635
Transfers from loans and leases held for investment at amortized cost (1)		1,181		—		1,181
Sales		( 5,211,984 )		10,568		( 5,201,416 )
Principal payments and retirements		( 78,946 )		—		( 78,946 )
Charge-offs, net of recoveries		( 6,765 )		3,711		( 3,054 )
Change in fair value recorded in earnings		—		( 6,142 )		( 6,142 )
Balance at September 30, 2021		$	156,350	$	( 4,190 )	$	152,160




	Loans Held for Sale at Fair Value
		Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at December 31, 2019		$	747,394	$	( 25,039 )	$	722,355
Purchases		1,430,213		( 6 )		1,430,207
Transfers to loans held for investment and/or loans held for sale (1)		( 42,680 )		—		( 42,680 )
Sales		( 1,726,678 )		82,076		( 1,644,602 )
Principal payments and retirements		( 186,130 )		—		( 186,130 )
Charge-offs, net of recoveries		( 19,370 )		17,945		( 1,425 )
Change in fair value recorded in earnings		—		( 96,924 )		( 96,924 )
Balance at September 30, 2020		$	202,749	$	( 21,948 )	$	180,801

(1) Represents non-cash activity.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Retail and Certificate Loans Held for Investment at Fair Value and Retail Notes, Certificates and Secured Borrowings

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for retail and certificate loans held for investment at fair value and the related retail notes, certificates and secured borrowings at September 30, 2021 and December 31, 2020:


	Retail and Certificate Loans Held for Investment at Fair Value, and Retail Notes, Certificates and Secured Borrowings
	September 30, 2021						December 31, 2020
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	7.9	%	15.8	%	10.0	%	7.6	%	15.0	%	9.4	%
Net cumulative expected loss rates (1)	3.0	%	18.7	%	8.7	%	4.3	%	28.1	%	11.2	%
Cumulative expected prepayment rates (1)	32.0	%	41.0	%	37.5	%	27.3	%	35.7	%	30.4	%

(1) Expressed as a percentage of the original principal balance of the loan, note, certificate or secured borrowing.

Significant Recurring Level 3 Fair Value Input Sensitivity

At September 30, 2021 and December 31, 2020, the discounted cash flow methodology used to estimate the retail note, certificate and secured borrowings’ fair values used the same projected net cash flows as their related retail loans. As demonstrated by the following tables, the fair value adjustments for retail and certificate loans held for investment were largely offset by the corresponding fair value adjustments due to the payment dependent design of the retail notes, certificates and secured borrowings.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Fair Value Reconciliation

The following tables present additional information about Level 3 retail and certificate loans held for investment at fair value and retail notes, certificates and secured borrowings measured at fair value on a recurring basis for the third quarters and first nine months of 2021 and 2020:


	Retail and Certificate Loans Held for Investment at Fair Value						Retail Notes, Certificates and Secured Borrowings
	Outstanding Principal Balance		Valuation Adjustment		Fair Value			Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at June 30, 2021	$	413,935	$	( 22,573 )	$	391,362		$	413,935	$	( 22,551 )	$	391,384




Principal payments and retirements	( 94,152 )		—		( 94,152 )			( 94,152 )		—		( 94,152 )
Charge-offs, net of recoveries	( 5,775 )		( 3,293 )		( 9,068 )			( 5,775 )		( 3,315 )		( 9,090 )
Change in fair value recorded in earnings	—		10,399		10,399			—		10,399		10,399
Balance at September 30, 2021	$	314,008	$	( 15,467 )	$	298,541		$	314,008	$	( 15,467 )	$	298,541

















	Retail and Certificate Loans Held for Investment at Fair Value						Retail Notes, Certificates and Secured Borrowings
	Outstanding Principal Balance		Valuation Adjustment		Fair Value		Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at June 30, 2020	$	851,476	$	( 66,248 )	$	785,228	$	851,476	$	( 65,548 )	$	785,928
Purchases	77,389		—		77,389		—		—		—
Transfers to retail and certificate loans held for investment and/or loans held for sale (1)	( 324 )		—		( 324 )		—		—		—
Issuances	—		—		—		77,389		—		77,389
Principal payments and retirements	( 159,753 )		—		( 159,753 )		( 160,077 )		—		( 160,077 )
Charge-offs, net of recoveries	( 12,218 )		2,049		( 10,169 )		( 12,218 )		1,358		( 10,860 )
Change in fair value recorded in earnings	—		15,903		15,903		—		16,217		16,217
Balance at September 30, 2020	$	756,570	$	( 48,296 )	$	708,274	$	756,570	$	( 47,973 )	$	708,597

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)


	Retail and Certificate Loans Held for Investment at Fair Value						Retail Notes, Certificates and Secured Borrowings
	Outstanding Principal Balance		Valuation Adjustment		Fair Value			Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at December 31, 2020	$	679,903	$	( 43,217 )	$	636,686		$	679,903	$	( 43,129 )	$	636,774
Principal payments and retirements	( 339,911 )		—		( 339,911 )			( 339,911 )		—		( 339,911 )
Charge-offs, net of recoveries	( 25,984 )		3,890		( 22,094 )			( 25,984 )		3,735		( 22,249 )
Change in fair value recorded in earnings	—		23,860		23,860			—		23,927		23,927
Balance at September 30, 2021	$	314,008	$	( 15,467 )	$	298,541		$	314,008	$	( 15,467 )	$	298,541

















	Retail and Certificate Loans Held for Investment at Fair Value						Retail Notes, Certificates and Secured Borrowings
	Outstanding Principal Balance		Valuation Adjustment		Fair Value		Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at December 31, 2019	$	1,148,888	$	( 69,573 )	$	1,079,315	$	1,148,888	$	( 67,422 )	$	1,081,466
Purchases	237,283		—		237,283		—		—		—
Transfers to retail and certificate loans held for investment and/or loans held for sale (1)	( 17,903 )		—		( 17,903 )		—		—		—
Issuances	—		—		—		237,283		—		237,283

Principal payments and retirements	( 547,042 )		—		( 547,042 )		( 564,945 )		—		( 564,945 )
Charge-offs, net of recoveries	( 64,656 )		33,562		( 31,094 )		( 64,656 )		31,345		( 33,311 )
Change in fair value recorded in earnings	—		( 12,285 )		( 12,285 )		—		( 11,896 )		( 11,896 )
Balance at September 30, 2020	$	756,570	$	( 48,296 )	$	708,274	$	756,570	$	( 47,973 )	$	708,597

(1) Represents non-cash activity.

Other Loans Held for Investment at Fair Value

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 other loans held for investment at fair value at September 30, 2021 and December 31, 2020:


	Other Loans Held for Investment at Fair Value
	September 30, 2021						December 31, 2020
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	7.7	%	11.0	%	9.4	%	7.5	%	16.1	%	8.8	%
Net cumulative expected loss rates (1)	2.9	%	12.3	%	7.3	%	5.0	%	26.3	%	10.3	%
Cumulative expected prepayment rates (1)	30.6	%	40.2	%	35.2	%	26.8	%	39.7	%	30.7	%

(1) Expressed as a percentage of the original principal balance of the loan.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Significant Recurring Level 3 Fair Value Input Sensitivity

The sensitivity of other loans held for investment at fair value to adverse changes in key assumptions as of September 30, 2021 and December 31, 2020, are as follows:


	September 30, 2021		December 31, 2020
Other loans held for investment at fair value	$	27,229	$	49,954
Expected weighted-average life (in years)	1.0		1.1
Discount rates
100 basis point increase	$	( 229 )	$	( 541 )
200 basis point increase	$	( 453 )	$	( 1,073 )
Expected credit loss rates on underlying loans
10% adverse change	$	( 135 )	$	( 640 )
20% adverse change	$	( 275 )	$	( 1,295 )
Expected prepayment rates
10% adverse change	$	( 223 )	$	( 181 )
20% adverse change	$	( 461 )	$	( 368 )

Fair Value Reconciliation

The following tables present additional information about Level 3 other loans held for investment at fair value on a recurring basis for the third quarters and first nine months of 2021 and 2020:


	Other Loans Held for Investment at Fair Value
		Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at June 30, 2021		$	38,137	$	( 3,614 )	$	34,523
Purchases		6		2		8



Principal payments and retirements		( 7,654 )		—		( 7,654 )
Charge-offs, net of recoveries		( 395 )		324		( 71 )
Change in fair value recorded in earnings		—		423		423
Balance at September 30, 2021		$	30,094	$	( 2,865 )	$	27,229


	Other Loans Held for Investment at Fair Value
		Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at June 30, 2020		$	75,159	$	( 9,602 )	$	65,557
Purchases		201		( 189 )		12
Transfers to other loans held for investment and/or loans held for sale (1)		( 155 )		—		( 155 )


Principal payments and retirements		( 8,205 )		—		( 8,205 )
Charge-offs, net of recoveries		( 768 )		245		( 523 )
Change in fair value recorded in earnings		—		2,413		2,413
Balance at September 30, 2020		$	66,232	$	( 7,133 )	$	59,099

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)


	Other Loans Held for Investment at Fair Value
		Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at December 31, 2020		$	56,388	$	( 6,434 )	$	49,954
Purchases		161		( 69 )		92



Principal payments and retirements		( 24,224 )		—		( 24,224 )
Charge-offs, net of recoveries		( 2,231 )		1,653		( 578 )
Change in fair value recorded in earnings		—		1,985		1,985
Balance at September 30, 2021		$	30,094	$	( 2,865 )	$	27,229


	Other Loans Held for Investment at Fair Value
		Outstanding Principal Balance		Valuation Adjustment		Fair Value
Balance at December 31, 2019		$	47,042	$	( 3,349 )	$	43,693
Purchases		1,314		( 1,194 )		120
Transfers from other loans held for investment and/or loans held for sale (1)		43,170		—		43,170


Principal payments and retirements		( 21,838 )		—		( 21,838 )
Charge-offs, net of recoveries		( 3,456 )		756		( 2,700 )
Change in fair value recorded in earnings		—		( 3,346 )		( 3,346 )
Balance at September 30, 2020		$	66,232	$	( 7,133 )	$	59,099

(1) Represents non-cash activity.

Asset-Backed Securities Related to Structured Program Transactions

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for asset-backed securities related to Structured Program transactions at September 30, 2021 and December 31, 2020:


	Asset-Backed Securities Related to Structured Program Transactions
	September 30, 2021						December 31, 2020
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	6.0	%	38.0	%	25.0	%	2.2	%	25.1	%	8.4	%
Net cumulative expected loss rates (1)	3.3	%	19.2	%	12.0	%	5.4	%	28.9	%	18.8	%
Cumulative expected prepayment rates (1)	15.4	%	35.1	%	28.9	%	6.3	%	30.5	%	24.8	%

(1) Expressed as a percentage of the outstanding collateral balance.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Significant Recurring Fair Value Input Sensitivity

The following tables present adverse changes to the fair value sensitivity of Level 2 and Level 3 asset-backed securities related to Structured Program transactions to changes in key assumptions at September 30, 2021 and December 31, 2020:


	September 30, 2021
	Asset-Backed Securities Related to Structured Program Transactions
	Senior Securities		Subordinated Securities		CLUB Certificates
Fair value of interests held	$	37,708	$	11,810	$	24,176
Expected weighted-average life (in years)	0.7		1.3		0.8
Discount rates
100 basis point increase	$	( 260 )	$	( 109 )	$	( 187 )
200 basis point increase	$	( 515 )	$	( 232 )	$	( 370 )
Expected credit loss rates on underlying loans
10% adverse change	$	—	$	( 854 )	$	( 587 )
20% adverse change	$	—	$	( 1,746 )	$	( 1,204 )
Expected prepayment rates
10% adverse change	$	—	$	( 473 )	$	( 323 )
20% adverse change	$	—	$	( 1,106 )	$	( 673 )


	December 31, 2020
	Asset-Backed Securities Related to Structured Program Transactions
	Senior Securities		Subordinated Securities		CLUB Certificates
Fair value of interests held	$	75,372	$	16,515	$	50,139
Expected weighted-average life (in years)	0.9		1.4		0.9
Discount rates
100 basis point increase	$	( 579 )	$	( 161 )	$	( 405 )
200 basis point increase	$	( 1,145 )	$	( 343 )	$	( 800 )
Expected credit loss rates on underlying loans
10% adverse change	$	—	$	( 1,831 )	$	( 1,528 )
20% adverse change	$	—	$	( 3,718 )	$	( 3,095 )
Expected prepayment rates
10% adverse change	$	—	$	( 791 )	$	( 659 )
20% adverse change	$	—	$	( 1,736 )	$	( 1,343 )

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Fair Value Reconciliation

The following table presents additional information about Level 3 asset-backed securities related to Structured Program transactions measured at fair value on a recurring basis for the third quarters and first nine months of 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Fair value at beginning of period	$	45,918	$	95,590	$	66,654	$	110,796
Additions	488		446		1,445		26,458
Redemptions	( 1,525 )		( 426 )		( 3,749 )		( 802 )
Transfers	—		( 517 )		—		( 517 )
Cash received	( 12,869 )		( 20,297 )		( 42,683 )		( 54,371 )
Change in unrealized gain	2,110		3,413		6,968		288
Accrued interest	1,369		1,823		4,064		5,649
Reversal of (impairment on) securities available for sale	495		3,669		3,287		( 3,800 )

Fair value at end of period	$	35,986	$	83,701	$	35,986	$	83,701

S ervicing Assets

Significant Unobservable Inputs

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for servicing assets at September 30, 2021 and December 31, 2020:


	Servicing Assets
	September 30, 2021						December 31, 2020
	Minimum		Maximum		Weighted- Average		Minimum		Maximum		Weighted- Average
Discount rates	7.5	%	15.1	%	10.0	%	4.8	%	16.4	%	9.9	%
Net cumulative expected loss rates (1)	2.5	%	25.5	%	10.0	%	4.5	%	26.3	%	12.5	%
Cumulative expected prepayment rates (1)	32.3	%	45.5	%	37.1	%	27.0	%	38.9	%	31.2	%
Total market servicing rates (% per annum on outstanding principal balance) (2)	0.62	%	0.62	%	0.62	%	0.62	%	0.62	%	0.62	%

(1) Expressed as a percentage of the original principal balance of the loan.

(2) Includes collection fees estimated to be paid to a hypothetical third-party servicer.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Significant Recurring Level 3 Fair Value Input Sensitivity

The Company’s selection of the most representative market servicing rates for servicing assets is inherently judgmental. The Company reviews third-party servicing rates for its loans, loans in similar credit sectors, and market servicing benchmarking analyses provided by third-party valuation firms, when available. The table below shows the impact on the estimated fair value of servicing assets, calculated using different market servicing rate assumptions as of September 30, 2021 and December 31, 2020:


	Servicing Assets
	September 30, 2021			December 31, 2020
Weighted-average market servicing rate assumptions	0.62		%	0.62		%
Change in fair value from:
Servicing rate increase by 0.10 %	$	( 8,904 )		$	( 7,379 )
Servicing rate decrease by 0.10 %	$	8,904		$	7,379

The following table presents the fair value sensitivity of servicing assets to adverse changes in key assumptions as of September 30, 2021 and December 31, 2020:


	Servicing Assets
	September 30, 2021		December 31, 2020
Fair value of servicing assets	$	63,573	$	56,347
Discount rates
100 basis point increase	$	( 523 )	$	( 455 )
200 basis point increase	$	( 1,047 )	$	( 911 )
Expected loss rates
10% adverse change	$	( 442 )	$	( 346 )
20% adverse change	$	( 884 )	$	( 691 )
Expected prepayment rates
10% adverse change	$	( 2,681 )	$	( 1,596 )
20% adverse change	$	( 5,362 )	$	( 3,192 )

Fair Value Reconciliation

The following table presents additional information about Level 3 servicing assets measured at fair value on a recurring basis for the third quarters and first nine months of 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Fair value at beginning of period	$	58,728	$	65,515	$	56,347	$	89,680
Issuances (1)	21,071		7,783		46,274		27,119
Change in fair value, included in Marketplace revenue	( 14,984 )		( 13,376 )		( 39,584 )		( 48,046 )
Other net changes included in Deferred revenue	( 1,242 )		( 384 )		536		( 9,215 )
Fair value at end of period	$	63,573	$	59,538	$	63,573	$	59,538

(1) Represents the gains or losses on sales of the related loans.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Financial Instruments, Assets, and Liabilities Not Recorded at Fair Value

The following tables present the fair value hierarchy for financial instruments, assets, and liabilities not recorded at fair value at September 30, 2021 and December 31, 2020:


September 30, 2021	Carrying Amount		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Loans and leases held for investment, net	$	2,603,256	$	—	$	—	$	2,741,859	$	2,741,859


Other assets	2,717		—		12,246		2,717		14,963
Total assets	$	2,605,973	$	—	$	12,246	$	2,744,576	$	2,756,822
Liabilities:
Deposits	$	73,065	$	—	$	—	$	73,065	$	73,065




Short-term borrowings	46,110		—		25,563		20,547		46,110
Advances from PPPLF	391,945		—		—		391,945		391,945
Other long-term debt	15,563		—		—		15,563		15,563


Other liabilities	45,457		—		20,910		24,547		45,457
Total liabilities	$	572,140	$	—	$	46,473	$	525,667	$	572,140


December 31, 2020	Carrying Amount		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value
Assets:
Total cash and cash equivalents (1)	$	524,963	$	—	$	524,963	$	—	$	524,963
Restricted cash (1)	103,522		—		103,522		—		103,522
Other assets	914		—		914		—		914

Total assets	$	629,399	$	—	$	629,399	$	—	$	629,399
Liabilities:



Short-term borrowings	$	104,989	$	—	$	65,121	$	39,868	$	104,989
Other liabilities	57,536		—		43,984		13,552		57,536
Total liabilities	$	162,525	$	—	$	109,105	$	53,420	$	162,525

(1) Carrying amount approximates fair value due to the short maturity of these financial instruments.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

9. Property, Equipment and Software, Net

Property, equipment and software, net, consist of the following:


	September 30, 2021		December 31, 2020
Internally developed software (1)	$	105,978	$	101,953
Leasehold improvements	36,053		35,140
Computer equipment	29,240		27,030
Purchased software	19,515		19,004
Furniture and fixtures	8,105		8,203
Construction in progress	4,782		2,761
Total property, equipment and software	203,673		194,091
Accumulated depreciation and amortization	( 107,600 )		( 97,450 )
Total property, equipment and software, net	$	96,073	$	96,641

(1) Includes $ 27.3 million and $ 13.9 million of development in progress as of September 30, 2021 and December 31, 2020, respectively.

Depreciation and amortization expense on property, equipment and software was $ 9.0 million and $ 29.1 million for the third quarter and first nine months of 2021, respectively. Depreciation and amortization expense on property, equipment and software was $ 11.4 million and $ 34.8 million for the third quarter and first nine months of 2020, respectively.

The Company recorded impairment expense on its leasehold improvements and furniture and fixtures of $ 0.4 million and $ 1.9 million for the third quarter and first nine months of 2020, respectively. No impairment expense was recorded in the third quarter and first nine months of 2021.

The Company recorded impairment expense on its internally developed software of $ 0.2 million and $ 0.8 million for the third quarter and first nine months of 2021, respectively. The Company recorded impairment expense on its internally developed software of $ 0.2 million and $ 4.7 million for the third quarter and first nine months of 2020, respectively.

The Company records the above expenses in “Depreciation and amortization” expense in the Condensed Consolidated Statements of Operations.

10. Goodwill and Intangible Assets

Goodwill

In connection with its acquisition of Radius in the first quarter of 2021, the Company recognized Goodwill of $ 75.7 million, which is fully allocated to the LendingClub Bank operating segment. Goodwill is not amortized, but will be subject to annual impairment tests. See “ Note 2. Business Acquisition. ”

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Intangible Assets

Intangible assets consist of customer relationships, which include the core deposit intangible acquired during the first quarter of 2021 as part of the acquisition of Radius. Intangible assets, net of accumulated amortization, are included in “Other assets” on the Company’s Condensed Consolidated Balance Sheets. The gross and net carrying values and accumulated amortization are as follows for the periods presented:


	September 30, 2021		December 31, 2020
Gross carrying value	$	54,500	$	39,500
Accumulated amortization	( 31,979 )		( 28,073 )
Net carrying value	$	22,521	$	11,427

The customer relationship intangible assets are amortized on an accelerated basis from ten to fourteen years . Amortization expense associated with intangible assets for the third quarter and first nine months of 2021 was $ 1.3 million and $ 3.9 million, respectively. Amortization expense associated with intangible assets for the third quarter and first nine months of 2020 was $ 0.8 million and $ 2.4 million, respectively. There was no impairment loss for the third quarters and first nine months of 2021 and 2020.

The expected future amortization expense for intangible assets as of September 30, 2021, is as follows:


2021	$	1,340
2022	4,847
2023	4,198
2024	3,549
2025	2,901
Thereafter	5,686
Total	$	22,521

11. Other Assets

Other assets consist of the following:


	September 30, 2021		December 31, 2020
Operating lease assets	$	79,862	$	74,037
Servicing assets (1)	66,290		56,347
Intangible assets, net (2)	22,521		11,427
Other investments	18,497		8,275
Other	95,956		37,313
Total other assets	$	283,126	$	187,399

(1) Loans underlying loan servicing rights had a total outstanding principal balance of $ 10.0 billion and $ 10.1 billion as of September 30, 2021 and December 31, 2020, respectively.

(2) See “ Note 10. Goodwill and Intangible Assets ” for additional detail.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

12. Deposits

Deposits consist of the following:


	September 30, 2021
Interest-bearing deposits:
Checking accounts	$	1,987,845
Savings and money market accounts	553,753
Certificates of deposit (1)	73,065
Total	$	2,614,663
Noninterest-bearing deposits	224,056
Total deposits	$	2,838,719

(1) Includes $ 69.7 million in denominations of $100 thousand or more and $ 14.2 million in denominations in excess of $250 thousand federal insurance limits.

Total certificates of deposit at September 30, 2021 are scheduled to mature as follows:


2021	$	16,093
2022	44,960
2023	10,708
2024	627
2025	231
Thereafter	446
Total certificates of deposit	$	73,065

13. Short-term Borrowings and Long-term Debt

Short-term Borrowings:

Repurchase Agreements

The Company entered into repurchase agreements pursuant to which the Company sold securities (subject to an obligation to repurchase such securities at a specified future date and price) in exchange for cash. As of September 30, 2021 and December 31, 2020, the Company had $ 46.1 million and $ 105.0 million in aggregate debt outstanding under its repurchase agreements, respectively, which is primarily amortized over time through regular principal and interest payments collected from the pledged securities. At September 30, 2021, a majority of the Company’s repurchase agreements have contractual repurchase dates ranging from September 2022 to March 2028. These contractual repurchase dates correspond to either a set repurchase schedule or to the maturity dates of the underlying securities, which have a remaining weighted-average estimated life from 0.7 to 1.3 years. At September 30, 2021 and December 31, 2020, these repurchase agreements bore interest rates ranging from 2.51 % to 6.72 % and 3.05 % to 4.00 %, respectively, which are fixed or based on a benchmark of either the three-month LIBOR rate or the weighted-average interest rate of the securities sold plus a spread. Underlying securities retained and pledged as collateral under repurchase agreements were $ 66.4 million and $ 133.5 million at September 30, 2021 and December 31, 2020, respectively.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Long-term Debt:

Advances from PPPLF

As of September 30, 2021, outstanding PPPLF borrowings were $ 391.9 million and are collateralized by SBA PPP loans originated by the Company. The maturity date of the PPPLF borrowings matches the maturity date of the SBA PPP loans. When loans are forgiven by the SBA, the corresponding PPPLF advance is paid by the Company. The interest rate on the PPPLF borrowings is fixed at 0.35%.

Retail Notes, Certificates, and Secured Borrowings

The Company issued member payment dependent notes (Retail Notes) and the LC Trust issued certificates as a means to allow investors to invest in the corresponding loans. Prior to the acquisition of Radius, investors were able to purchase Retail Notes, which were securities for which cash flows to investors were dependent upon principal and interest payments made by borrowers of certain unsecured personal loans. As of December 31, 2020, LendingClub ceased offering and selling Retail Notes. The total balance of outstanding Retail Notes will continue to decline as underlying borrower payments are made. The Company does not assume principal or interest rate risk on loans that were funded by Retail Notes because loan balances, interest rates and maturities were matched and offset by an equal balance of notes with the exact same interest rates and maturities. See “ Note 8. Fair Value of Assets and Liabilities ” for information about the outstanding principal balance and net fair value adjustments for retail notes, certificates, and secured borrowings.

The following table provides the balances of retail notes, certificates and secured borrowings at fair value at the end of the periods indicated:


	September 30, 2021		December 31, 2020
Retail notes	$	283,141	$	583,219
Certificates	15,388		52,620
Secured borrowings (1)	12		935
Total retail notes, certificates and secured borrowings	$	298,541	$	636,774

(1) At December 31, 2020, a fair value of $ 0.8 million included in “Retail and certificate loans held for investment at fair value” was pledged as collateral for secured borrowings. There were no retail and certificate loans held for investment at fair value pledged as collateral for secured borrowings at September 30, 2021.

Payable on Structured Program Borrowings

The Company consolidated certain sponsored Structured Program transactions through master trusts comprised of unsecured personal whole loans. The Company is the primary beneficiary of the trusts, which are consolidated. As of September 30, 2021 and December 31, 2020, the certificate participations and securities held by third-party investors of $ 89.3 million and $ 152.8 million, respectively, are included in “Payable on Structured Program borrowings” in the Condensed Consolidated Balance Sheets and were secured by “Other loans held for investment at fair value” and “Loans held for sale” of $ 82.2 million and $ 148.3 million and restricted cash of $ 12.5 million and $ 13.5 million, respectively.

Other Long-term Debt

With the acquisition of Radius, the Company assumed subordinated notes with an outstanding amount of $ 15.3 million as of September 30, 2021. The subordinated notes are at a 6.5 % fixed to floating rate and are due June 30, 2027. Fixed interest payments are due semiannually in arrears on June 30 and December 30 through

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

June 30, 2022. Subsequent to June 30, 2022, the rate resets quarterly at a rate equal to 3-month LIBOR plus 4.64 %. The subordinated notes are junior in right to the repayment in full of all existing claims of creditors and depositors of the Company. The subordinated notes may be redeemed, in whole or in part, at par plus accrued unpaid interest after June 27, 2022 at the option of the Company.

14. Other Liabilities

Other liabilities consist of the following:


	September 30, 2021		December 31, 2020
Operating lease liabilities	$	95,543	$	94,538
Accrued expenses	48,514		14,382
Accrued compensation	33,167		28,805
Payable to investors	20,910		40,286
Accounts payable	7,866		3,698
Contingent liabilities (1)	2,540		21,592
Other	57,300		41,250
Total other liabilities	$	265,840	$	244,551

(1) See “ Note 18. Commitments and Contingencies ” for further information.

15. Employee Incentive Plans

The Company’s 2014 Equity Incentive Plan (EIP) provides for granting awards, including restricted stock units (RSUs), performance-based restricted stock units (PBRSUs) and stock options to employees, officers and directors.

Stock-based Compensation

Stock-based compensation expense, included in “Compensation and benefits” expense on the Company’s Condensed Consolidated Statements of Operations, was as follows for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
RSUs and PBRSUs	$	16,691	$	14,986	$	49,130	$	46,667
Stock options	118		136		582		788



Total stock-based compensation expense	$	16,809	$	15,122	$	49,712	$	47,455

The Company capitalized $ 1.2 million and $ 3.3 million of stock-based compensation expense associated with developing software for internal use during the third quarter and first nine months of 2021, respectively. The Company capitalized $ 1.2 million and $ 4.0 million of stock-based compensation expense associated with developing software for internal use during the third quarter and first nine months of 2020, respectively.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Restricted Stock Units

The following table summarizes the activities for the Company’s RSUs during the first nine months of 2021:


	Number of Units	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2020	11,395,112	$	11.26
Granted	5,494,222	$	13.47
Vested	( 3,800,624 )	$	12.06
Forfeited/expired	( 2,082,511 )	$	11.94
Unvested at September 30, 2021	11,006,199	$	11.97

During the first nine months of 2021, the Company granted 5,494,222 RSUs with an aggregate fair value of $ 74.0 million.

As of September 30, 2021, there was $ 122.2 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over the next 2.3 years.

Performance-based Restricted Stock Units

PBRSUs are restricted stock unit awards that are earned and eligible for vesting (if applicable) based upon the achievement of certain pre-established performance metrics over a specific performance period. The Company’s PBRSU awards have a separate market-based component and/or a performance-based component. Certain of the Company’s PBRSU awards have additional time-based vesting for any earned shares. With respect to PBRSU awards with market-based metrics, the compensation expense of the award is fixed at the time of grant (incorporating the probability of achieving the market-based metrics), not adjusted for actual performance and expensed over the performance and vesting period. With respect to PBRSU awards with performance-based metrics, the compensation expense of the award is set at the time of grant (assuming a target level of achievement), adjusted for actual performance during the performance period and expensed over the performance and vesting period.

The following table summarizes the activities for the Company’s PBRSUs during the first nine months of 2021:


	Number of Units	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2020	1,441,311	$	5.31
Granted	568,285	$	22.54
Vested	( 60,848 )	$	22.59
Forfeited/expired	( 158,123 )	$	12.41
Unvested at September 30, 2021	1,790,625	$	9.86

During the third quarter and first nine months of 2021, the Company recognized $ 1.6 million and $ 5.1 million in stock-based compensation expense related to PBRSUs, respectively. During the third quarter and first nine months of 2020, the Company recognized $ 0.7 million and $ 1.8 million in stock-based compensation expense related to PBRSUs, respectively.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

As of September 30, 2021, there was $ 12.4 million of unrecognized compensation cost related to unvested PBRSUs, which is expected to be recognized over the next 1.7 years.

16. Income Taxes

For the third quarter of 2021, the Company recorded an income tax expense of $ 2.7 million primarily related to income tax expense for state jurisdictions that limit net operating loss utilization. For the first nine months of 2021, the Company recorded an income tax expense of $ 0.1 million primarily related to income tax expense for state jurisdictions that limit net operating loss utilization, partially offset by changes in the deferred tax asset valuation allowance resulting from a deferred tax liability assumed with the acquisition of Radius. For the third quarter and first nine months of 2020, the Company recorded an income tax expense (benefit) of $( 0.1 ) million and $ 0.2 million, respectively, primarily attributable to the tax effects of other comprehensive income associated with the Company’s available for sale portfolio.

The Company continues to recognize a full valuation allowance against net deferred tax assets. This determination was based on the assessment of the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets.

17. Leases

Lessor Arrangements

Upon the acquisition of Radius, the Company assumed lessor arrangements which consist of sales-type leases for equipment (Equipment Finance). Such arrangements may include options to renew or to purchase the leased equipment at the end of the lease term. For the third quarter and first nine months of 2021, interest earned on Equipment Finance was $ 2.9 million and $ 8.1 million, respectively, and is included in “Interest and fees on loans and leases held for investment” in the Company’s Condensed Consolidated Statements of Operations.

The components of Equipment Finance assets are as follows:


	September 30, 2021
Lease receivables	$	125,767
Unguaranteed residual asset values	41,923
Unearned income	( 10,568 )
Deferred fees	335
Total (1)	$	157,457

(1) See “ Note 6. Loans and Leases Held for Investment, Net of Allowance For Loan and Lease Losses ” for additional information.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Future minimum lease payments based on maturity of the Company’s lessor arrangements at September 30, 2021 were as follows:


2021	$	11,590
2022	43,075
2023	34,338
2024	25,975
2025	15,126
Thereafter	12,194
Total lease payments	$	142,298
Discount effect	( 16,531 )
Present value of future minimum lease payments	$	125,767

The Company did not have any lessor arrangements with related parties or any deferred selling profits as of September 30, 2021.

Lessee Arrangements

The Company has operating leases for its headquarters in San Francisco, California, as well as additional office space for its origination and servicing operations in the Salt Lake City area, Utah, and Westborough, Massachusetts. In addition, the Company assumed operating leases in Boston, Massachusetts upon the acquisition of Radius. As of September 30, 2021, the lease agreements have remaining lease terms ranging from approximately one year to ten years . Some of the lease agreements include options to extend the lease term for up to an additional fifteen years . In addition, the Company is the sublessor of a portion of its office space in San Francisco, with lease terms of approximately one year . As of September 30, 2021, the Company pledged $ 0.8 million of cash and $ 5.5 million in letters of credit as security deposits in connection with its lease agreements.

The right-of-use (ROU) assets and related liabilities recorded for the leases assumed upon acquisition were both approximately $ 5.0 million. The ROU assets were adjusted to reflect favorable terms of the lease, when compared to market terms, which resulted in an increase to the acquired ROU of $ 1.7 million. Lease liabilities assumed were measured based on the net present value of remaining future lease payments on the date of acquisition, with consideration given for options to extend or renew each lease. Remaining future lease payments were discounted at the Company’s estimated incremental borrowing rate on the date of acquisition.

The Company reviewed operating lease ROU assets for impairment. For the first nine months of 2021, the Company recognized a net impairment expense of $ 1.0 million on operating lease assets, included in “Occupancy expense” on the Company’s Condensed Consolidated Statement of Operations. The Company did no t recognize an impairment expense on operating lease assets during the third quarter of 2021. For the third quarter and first nine months of 2020, the Company recognized a net impairment expense of $ 0.9 million and $ 3.6 million, respectively, on operating lease assets.

Balance sheet information as of September 30, 2021 and December 31, 2020 related to leases was as follows:


ROU Assets and Lease Liabilities	Balance Sheet Classification	September 30, 2021		December 31, 2020
Operating lease assets	Other assets	$	79,862	$	74,037
Operating lease liabilities (1)	Other liabilities	$	95,543	$	94,538

(1) The difference between operating lease assets and operating lease liabilities is the unamortized balance of deferred rent.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

Components of net lease costs for the third quarters and first nine months of 2021 and 2020 were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
Net Lease Costs	Income Statement Classification	2021		2020		2021		2020
Operating lease costs (1)	Occupancy	$	( 4,561 )	$	( 4,140 )	$	( 14,315 )	$	( 13,333 )
Sublease revenue	Other non-interest income	1,538		1,538		4,612		4,609
Net lease costs		$	( 3,023 )	$	( 2,602 )	$	( 9,703 )	$	( 8,724 )

(1) Includes variable lease costs of $ 0.4 million and $ 0.4 million for the third quarters of 2021 and 2020, respectively. Includes variable lease costs of $ 0.9 million and $ 1.1 million for the first nine months of 2021 and 2020, respectively.

Supplemental cash flow information related to the Company’s operating leases for the third quarters and first nine months of 2021 and 2020 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Non-cash operating activity:
Leased assets obtained in exchange for new and amended operating lease liabilities (1)	$	—	$	—	$	12,914	$	84

(1) Represents non-cash activity and, accordingly, is not reflected in the Condensed Consolidated Statements of Cash Flows. Amount includes noncash remeasurements of the operating lease ROU asset.

The Company’s future minimum undiscounted lease payments under operating leases and anticipated sublease revenue as of September 30, 2021 were as follows:


	Operating Lease Payments		Sublease Revenue		Net
2021	$	5,209	$	( 1,699 )	$	3,510
2022	15,947		( 2,918 )		13,029
2023	12,465		—		12,465
2024	12,810		—		12,810
2025	13,163		—		13,163
Thereafter	62,350		—		62,350
Total lease payments	$	121,944	$	( 4,617 )	$	117,327
Discount effect	26,401
Present value of future minimum lease payments	$	95,543

The weighted-average remaining lease term and discount rate used in the calculation of the Company’s operating lease assets and liabilities were as follows:


Lease Term and Discount Rate	September 30, 2021
Weighted-average remaining lease term (in years)	8.52
Weighted-average discount rate	5.41	%

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

18. Commitments and Contingencies

Operating Lease Commitments

For discussion regarding the Company’s operating lease commitments, see “ Note 17. Leases. ”

Loan Purchase Obligation

Prior to the acquisition of Radius, under the Company’s loan account program with WebBank, which served as the Company’s primary issuing bank for loans facilitated through the Company’s platform, WebBank retained ownership of the loans it originated for two business days after origination. As part of this arrangement, the Company was committed to purchase any loans that have been fully approved at par plus accrued interest, at the conclusion of the two business days. As of December 31, 2020, the Company was committed to purchase loans with an outstanding principal balance of $ 13.8 million at par. The Company was not committed to purchase any such loans as of September 30, 2021 as it now originates loans and no longer has a loan account program with WebBank.

Loan Repurchase Obligations

The Company is generally required to repurchase loans or interests therein in the event of identity theft or certain other types of fraud on the part of the borrower or education and patient service providers. The Company may also repurchase loans or interests therein in connection with certain customer accommodations. In connection with certain whole loan and Certificate Program sales, as well as to facilitate access to securitization markets, the Company agreed to repurchase loans if representations and warranties made with respect to such loans were breached under certain circumstances. In the case of certain securitization transactions, the Company also agreed to repurchase or substitute loans for which a borrower failed to make the first payment due under a loan. The Company believes such provisions are customary and consistent with institutional loan and securitization market standards.

In addition to and distinct from the repurchase obligations described in the preceding paragraph, the Company performed certain administrative functions for a variety of retail and institutional investors, including executing, without discretion, loan investments as directed by the investor. To the extent loans did not meet the investor’s investment criteria at the time of issuance, or were transferred to the investor as a result of a system error by the Company, the Company repurchased such loans or interests therein at par.

As a result of the loan repurchase obligations described above, the Company repurchased $ 0.9 million and $ 2.8 million in loans or interests therein during the first nine months of 2021 and 2020, respectively.

Unfunded Loan Commitments

As of September 30, 2021, the contractual amount of unfunded loan commitments was $ 115.5 million. See “ Note 6. Loans and Leases Held for Investment, Net of Allowance For Loan and Lease Losses ” for additional detail related to the reserve for unfunded lending commitments.

Purchase Commitments

If the Company could not arrange for other investors to invest in or purchase loans that the Company facilitated and that were originated by an issuing bank partner but did not meet the credit criteria for purchase by the issuing bank partner, the Company was contractually committed to purchase those loans. As of both September 30, 2021 and December 31, 2020, the Company had a $ 9.0 million deposit in a bank account to secure potential future purchases of these loans, if necessary. The funds are recorded as restricted cash on the Company’s Condensed Consolidated Balance Sheets.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

During the first nine months of 2021 and 2020, the Company was required to purchase $ 18.9 million and $ 28.9 million of loans facilitated by the Company or Springstone Financial LLC (a previously held wholly-owned subsidiary of LendingClub), respectively. These purchased loans are held on the Company’s Condensed Consolidated Balance Sheets and have a fair value of $ 7.3 million and $ 4.5 million as of September 30, 2021 and December 31, 2020, respectively.

Legal

The Company is subject to various claims brought in a litigation or regulatory context. These matters include lawsuits, including but not limited to, putative class action lawsuits and routine litigation matters arising in the ordinary course of business. In addition, the Company is subject to federal or state regulatory examinations, investigations, or actions relating to the Company’s business practices or licensing. The majority of these claims and proceedings relate to or arise from alleged state or federal law and regulatory violations, or are alleged commercial disputes or consumer complaints. The Company accrues for costs related to contingencies when a loss from such claims is probable and the amount of loss can be reasonably estimated. In determining whether a loss from a claim is probable and the loss can be reasonably estimated, the Company reviews and evaluates its litigation and regulatory matters on at least a quarterly basis in light of potentially relevant factual and legal developments. If the Company determines an unfavorable outcome is not probable or the amount of loss cannot be reasonably estimated, the Company does not accrue for a potential litigation loss. In those situations, the Company discloses an estimate or range of the reasonably possible losses, if such estimates can be made. Except as otherwise specifically noted below, at this time, the Company does not believe that it is possible to estimate the reasonably possible losses or a range of reasonably possible losses related to the matters described below.

FTC Lawsuit

In 2016, the Company received a formal request for information from the Federal Trade Commission (FTC). The FTC commenced an investigation concerning certain of the Company’s policies and practices and related legal compliance.

On April 25, 2018, the FTC filed a complaint in the Northern District of California ( FTC v. LendingClub Corporation , No. 3:18-cv-02454) alleging causes of action for violations of the FTC Act, including claims of deception in connection with disclosures related to the origination fee associated with loans available through the Company’s platform, and in connection with communications relating to the likelihood of loan approval during the application process, and a claim of unfairness relating to certain unauthorized charges to borrowers’ bank accounts. The FTC’s complaint also alleged a violation of the Gramm-Leach-Bliley Act regarding the Company’s practices in delivering its privacy notice. Following the Court’s ruling on a motion to dismiss filed by the Company, the FTC filed an amended complaint on October 22, 2018, which reasserted the same causes of action from the original complaint. On November 13, 2018, the Company filed an answer to the amended complaint. Following a motion by the FTC to strike certain affirmative defenses in the answer, the Company filed an amended answer in the case on May 29, 2019. The discovery period in the case is closed.

On February 27, 2020, both the Company and the FTC filed various motions with the Court, including motions to exclude expert testimony and motions for summary judgment as to some or all of the claims in the case. The FTC also filed a motion for partial judgment on the pleadings in the case. These motions were heard by the Court on April 27, 2020. On June 1, 2020, the Court issued an order granting in part and denying in part both the Company’s and the FTC’s motions for summary judgment. The Court also denied the motions to exclude expert testimony and granted in part and denied in part the FTC’s motion for partial judgment on the pleadings. The FTC’s Gramm-Leach-Bliley Act claim has been dismissed from the case, but issues relating to the FTC’s three other claims will need to be tried. On July 30, 2020, the Company filed a motion to stay the litigation pending the U.S. Supreme Court’s decisions in two cases (F.T.C. v. Credit Bureau Center and AMG Capital Management, LLC v. F.T.C.) that

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

raise the issue whether the FTC is entitled to seek monetary relief under Section 13(b) of the FTC Act. On August 20, 2020, the Court issued an order granting the Company’s motion to stay proceedings in the case until the U.S. Supreme Court issues its decision in the Credit Bureau Center and AMG Capital Management cases. As a result of this order, the trial that was scheduled for October 19, 2020 will need to be rescheduled at a later date following the Supreme Court’s ruling. The Supreme Court has vacated its prior grant of review in the Credit Bureau Center case but heard oral argument in the AMG Capital Management case on January 13, 2021. The impact of the Supreme Court decision could impact the Company’s case which is why the trial was stayed pending the Supreme Court decision. On April 22, 2021, the Supreme Court ruled in favor of AMG Capital Management ordering that the FTC does not currently have the authority to obtain equitable monetary relief under the statute that is also applicable in the Company’s matter with the FTC. On July 14, 2021, the Company entered into an agreement with the FTC to conclude the FTC’s investigation and litigation (the Settlement). Pursuant to the terms of the Settlement, LendingClub made an $ 18 million payment for consumer remediation. The Settlement does not include any admission of liability, and LendingClub does not expect that the Settlement will impact its current operations. On July 19, 2021, the Court approved the Settlement and this matter is now concluded.

Class Action Lawsuit Following Announcement of FTC Litigation

In May 2018, following the announcement of litigation by the FTC against the Company, putative shareholder class action litigation was filed in the U.S. District Court of the Northern District of California ( Veal v. LendingClub Corporation et.al., No. 5:18-cv-02599) against the Company and certain of its current and former officers and directors alleging violations of federal securities laws in connection with the Company’s description of fees and compliance with federal privacy law in securities filings. On January 7, 2019, the lead plaintiffs filed a consolidated amended class action complaint which asserted the same causes of action as the original complaint and added additional allegations. That complaint was subsequently dismissed by the District Court with leave to amend. The lead plaintiffs filed a Second Amended Complaint on December 19, 2019, which modified and added certain allegations and dropped one of the former officer defendants as a defendant in the case, but otherwise advanced the same causes of action. On June 12, 2020, the District Court issued an order granting a motion to dismiss by the defendants without leave to amend, in part, and with leave to amend, in part. On July 27, 2020, the lead plaintiffs filed a notice with the District Court indicating their intention not to file a Third Amended Complaint and requesting that the District Court enter judgment. The District Court entered judgment and dismissed all claims in the case the same day. The lead plaintiffs appealed the judgment to the U.S. Court of Appeals for the Ninth Circuit ( Veal et al. v. LendingClub Corporation, et al. , No. 20-16603). The Court of Appeals held oral arguments for the appeal on September 2, 2021. On September 21, 2021, the Court of Appeals affirmed the District Court’s dismissal of all claims against the defendants and, pending expiration of the period for the U.S. Supreme Court to grant certiorari in December 2021, this matter is now concluded.

Regulatory Examinations and Actions Relating to the Company’s Business Practices and Licensing

The Company has been subject to periodic inquiries and enforcement actions brought by federal and state regulatory agencies relating to the Company’s business practices, the required licenses to operate its business, and its manner of operating in accordance with the requirements of its licenses. In the past, the Company has successfully resolved inquiries in a manner that was not material to its results of financial operations in any period and that did not materially limit the Company’s ability to conduct its business.

The Company is routinely subject to examination for compliance with applicable laws and regulations in the states in which it is licensed. As of the date of this Report, the Company is subject to examination by the New York Department of Financial Services (NYDFS) and other regulators. The Company periodically has discussions with various regulatory agencies regarding its business model and has engaged in similar discussions with the NYDFS. During the course of such discussions with the NYDFS, which remain ongoing, the Company decided to voluntarily comply with certain rules and regulations of the NYDFS while it was not a bank holding company operating a

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

national bank. No assurances can be given as to the timing, outcome or consequences of this matter or others if or as they arise.

Putative Class Actions

In February 2020, a putative class action lawsuit was filed against the Company in the U.S. District Court for the Northern District of California ( Erceg v. LendingClub Corporation , No. 4:20-cv-01153). The lawsuit alleges violations of California and Massachusetts law based on allegations that the Company recorded a call with plaintiff without notifying him that it would be recorded. Plaintiff seeks to represent a purported class of similarly situated individuals who had phone calls recorded by the Company without their knowledge and consent. The Company filed a motion to dismiss certain of plaintiff’s claims, strike nationwide class allegations, and, alternatively, to stay the litigation. Rather than oppose that motion, plaintiff filed an amended complaint. The Company again filed a motion to stay, or alternatively to dismiss certain of the claims in the amended complaint and to strike nationwide class allegations. That motion was heard by the Court on July 9, 2020. On July 28, 2020, the Court entered an order granting the Company’s motion to stay plaintiff’s California claims pending a decision by the California Supreme Court in a case involving the California Invasion of Privacy Act ( Smith v. LoanMe, Inc. ), dismissing with prejudice plaintiff’s claim under Massachusetts law, and denying the Company’s motion to strike plaintiff’s nationwide class allegations. In April 2021, the California Supreme Court issued a decision in the LoanMe case in a manner that permits plaintiff’s claims in the Company’s case to continue. The Company then filed its answer to plaintiff’s complaint and discovery began. The parties have since reached a tentative settlement, the terms of which are not material to the Company. No assurances can be given as to the timing, outcome or consequences of this matter.

In February 2021, a putative class action lawsuit was filed against the Company in the U.S. District Court for the Southern District of Texas ( Bradford v. Lending Club Corporation , No. 4:21-cv-00588). The lawsuit asserts a cause of action under the Fair Credit Reporting Act (FCRA) based on allegations that the Company obtained plaintiff’s credit report without his consent or authorization and without a permissible purpose under the FCRA. Plaintiff seeks to represent a class of allegedly similarly situated persons in the case and seeks monetary, injunctive, and declaratory relief, among other relief. Plaintiff has amended the complaint to assert additional allegations regarding the Company’s purported requests for plaintiff’s credit report from another credit reporting agency. The Company has since filed its answer to plaintiff’s complaint and discovery has begun. The Court has scheduled this matter for trial in September 2022. No assurances can be given as to the timing, outcome or consequences of this matter.

Certain Financial Considerations Relating to Litigation and Investigations

The Company had $ 2.5 million and $ 21.6 million in accrued contingent liabilities at September 30, 2021 and December 31, 2020, respectively.

In addition to the foregoing, the Company is subject to, and may continue to be subject to, legal proceedings and regulatory actions in the ordinary course of business. No assurances can be given as to the timing, outcome or consequences of any of these matters.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

19. Regulatory Requirements

LendingClub, a bank holding company, and LendingClub Bank, a nationally chartered association, are subject to comprehensive supervision, examination and enforcement, and regulation by the FRB and the Office of the Comptroller of the Currency (OCC). The Company and the Bank are each subject to generally similar capital adequacy requirements adopted by the FRB and the OCC, respectively. These requirements establish required minimum ratios for Common Equity Tier 1 (CET1) risk-based capital, Tier 1 risk-based capital, total risk-based capital and a Tier 1 leverage ratio; set risk-weighting for assets and certain other items for purposes of the risk-based capital ratios; and define what qualifies as capital for purposes of meeting the capital requirements. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements.

The minimum capital requirements under the U.S. Basel III capital framework are: a CET1 risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a Tier 1 leverage ratio of 4.0%. Additionally, a capital conservation buffer (CCB) of 2.5% must be maintained above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases, and certain discretionary bonus payments. In addition to these guidelines, the regulators assess any particular institution’s capital adequacy based on numerous factors and may require a particular banking organization to maintain capital at levels higher than the generally applicable minimums prescribed under the U.S. Basel III capital framework. In this regard, and unless otherwise directed by the FRB and the OCC, we have made commitments for the Company and the Bank (for a minimum of three years following its formation) to maintain a CET1 risk-based capital ratio of 11.0 %, a Tier 1 risk-based capital ratio above 11.0 %, a total risk-based capital ratio above 13.0 %, and a Tier 1 leverage ratio of 11.0 %.

The Federal Deposit Insurance Act provides for a system of “prompt corrective action” (PCA). The PCA regime provides for capitalization categories ranging from “well-capitalized” to “critically undercapitalized.” An institution’s PCA category is determined primarily by its regulatory capital ratios. The PCA requires remedial actions and imposes limitations that become increasingly stringent as an institution’s condition deteriorates and its PCA capitalization category declines. Among other things, institutions that are less than well-capitalized become

subject to increasingly stringent restrictions on their ability to accept and/or rollover brokered deposits. At September 30, 2021, the Company’s and the Bank’s regulatory capital ratios exceeded the thresholds required to be regarded as well-capitalized institutions and met all capital adequacy requirements to which they are subject. There have been no events or conditions since September 30, 2021 that management believes would change the Company’s categorization.

The following table summarizes the Bank’s regulatory capital amounts and ratios at September 30, 2021 (in millions):


	LendingClub Bank				Required Minimum plus Required CCB for Non-Leverage Ratios
September 30, 2021	Amount		Ratio
CET1 capital	$	453.5	18.0	%	7.0	%
Tier 1 capital	$	453.5	18.0	%	8.5	%
Total capital	$	485.4	19.3	%	10.5	%
Tier 1 leverage	$	453.5	14.1	%	4.0	%
Risk-weighted assets	$	2,514.0	N/A		N/A
Quarterly adjusted average assets	$	3,223.9	N/A		N/A

N/A – Not applicable

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

The following table presents the regulatory capital and ratios of the Company at September 30, 2021 (in millions):


	LendingClub				Required Minimum plus Required CCB for Non-Leverage Ratios
September 30, 2021	Amount		Ratio
CET1 capital	$	656.2	22.8	%	7.0	%
Tier 1 capital	$	656.2	22.8	%	8.5	%
Total capital	$	708.2	24.6	%	10.5	%
Tier 1 leverage	$	656.2	16.2	%	4.0	%
Risk-weighted assets	$	2,881.1	N/A		N/A
Quarterly adjusted average assets	$	4,049.8	N/A		N/A

N/A – Not applicable

At September 30, 2021, $ 24.2 million of this capital benefit was applied to the computation of the Company’s common equity Tier 1 capital.

20. Other Non-interest Income and Non-interest Expense

Other non-interest income consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Referral revenue	$	4,293	$	1,264	$	9,649	$	3,503
Realized losses on sales of securities available for sale and other investments	—		—		( 96 )		( 1 )
Other	2,029		1,851		9,117		6,664
Total other non-interest income	$	6,322	$	3,115	$	18,670	$	10,166

Other non-interest expense consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Consumer credit services	$	4,266	$	2,413	$	11,798	$	10,082
Other	11,341		11,854		30,575		28,596
Total other non-interest expense	$	15,607	$	14,267	$	42,373	$	38,678

21. Segment Reporting

The Company defines operating segments to be components of the Company for which discrete financial information is evaluated regularly by the Company’s chief executive officer and chief financial officer to allocate resources and evaluate financial performance. This information is reviewed according to the legal organizational structure of the Company’s operations with products and services presented separately for the parent bank holding company and its wholly-owned subsidiary, LendingClub Bank. Taxes are recorded on a separate entity basis whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return. Differences between separate entity and consolidated tax returns are eliminated upon consolidation.

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

LendingClub Bank

The LendingClub Bank operating segment represents the national bank legal entity and reflects post-acquisition operating activities. This segment provides a full complement of financial products and solutions, including loans, leases and deposits. It originates loans to individuals and businesses, retains loans for investment, sells loans to investors and manages the acquired business relationships with deposit holders.

All of the Company’s revenue is generated in the United States. No individual borrower or investor accounted for 10% or more of consolidated net revenue for any of the periods presented.

LendingClub Corporation (Parent Only)

The LendingClub Corporation (parent only) operating segment represents the holding company legal entity and predominately reflects the historical operations of the Company. This activity includes, but is not limited to, the purchase and sale of loans prior to February 1, 2021 and ongoing issuances of education and patient finance loans that are originated by banking partners.

Financial information for the segments is presented in the following tables:


	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Total
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2021		2020		2021		2020		2021		2020		2021		2020
Non-interest income:
Marketplace revenue	$	151,109	$	—	$	23,447	$	54,635	$	—	$	—	$	174,556	$	54,635
Other non-interest income	25,393		—		4,140		3,115		( 23,211 )		—		6,322		3,115
Total non-interest income	176,502		—		27,587		57,750		( 23,211 )		—		180,878		57,750

Interest income:
Interest income	64,606		—		18,254		46,773		—		—		82,860		46,773
Interest expense	( 2,270 )		—		( 15,302 )		( 33,479 )		—		—		( 17,572 )		( 33,479 )
Net interest income	62,336		—		2,952		13,294		—		—		65,288		13,294

Total net revenue	238,838		—		30,539		71,044		( 23,211 )		—		246,166		71,044

Reversal of (provision for) credit losses	( 38,019 )		—		495		3,669		—		—		( 37,524 )		3,669
Non-interest expense	( 161,101 )		—		( 40,885 )		( 109,112 )		23,211		—		( 178,775 )		( 109,112 )
Income (Loss) before income tax benefit (expense)	39,718		—		( 9,851 )		( 34,399 )		—		—		29,867		( 34,399 )
Income tax benefit (expense)	( 4,670 )		—		12,607		74		( 10,619 )		—		( 2,682 )		74
Consolidated net income (loss)	$	35,048	$	—	$	2,756	$	( 34,325 )	$	( 10,619 )	$	—	$	27,185	$	( 34,325 )
Capital expenditures	$	9,451	$	—	$	—	$	5,000	$	—	$	—	$	9,451	$	5,000
Depreciation and amortization	$	1,220	$	—	$	9,329	$	12,348	$	—	$	—	$	10,549	$	12,348

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)


	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Total
	Eight Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020		2021		2020		2021		2020
Non-interest income:
Marketplace revenue	$	315,885	$	—	$	92,133	$	175,993	$	—	$	—	$	408,018	$	175,993
Other non-interest income	73,433		—		12,519		10,166		( 67,282 )		—		18,670		10,166
Total non-interest income	389,318		—		104,652		186,159		( 67,282 )		—		426,688		186,159

Interest income:
Interest income	127,429		—		67,748		176,744		—		—		195,177		176,744
Interest expense	( 5,489 )		—		( 59,989 )		( 120,315 )		—		—		( 65,478 )		( 120,315 )
Net interest income	121,940		—		7,759		56,429		—		—		129,699		56,429

Total net revenue	511,258		—		112,411		242,588		( 67,282 )		—		556,387		242,588

Reversal of (provision for) credit losses	( 96,938 )		—		3,287		( 3,800 )		—		—		( 93,651 )		( 3,800 )
Non-interest expense	( 374,782 )		—		( 165,666 )		( 399,426 )		67,282		—		( 473,166 )		( 399,426 )
Loss before income tax benefit (expense)	39,538		—		( 49,968 )		( 160,638 )		—		—		( 10,430 )		( 160,638 )
Income tax benefit (expense)	7,866		—		23,821		( 245 )		( 31,785 )		—		( 98 )		( 245 )
Consolidated net income (loss)	$	47,404	$	—	$	( 26,147 )	$	( 160,883 )	$	( 31,785 )	$	—	$	( 10,528 )	$	( 160,883 )
Capital expenditures	$	22,624	$	—	$	1,811	$	24,583	$	—	$	—	$	24,435	$	24,583
Depreciation and amortization	$	2,810	$	—	$	31,013	$	41,832	$	—	$	—	$	33,823	$	41,832

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)


	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Total
	September 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Assets
Total cash and cash equivalents	$	825,538	$	—	$	100,815	$	524,963	$	( 64,202 )	$	—	$	862,151	$	524,963
Restricted cash	—		—		84,827		103,522		( 7,250 )		—		77,577		103,522
Securities available for sale at fair value	201,438		—		73,492		142,226		—		—		274,930		142,226
Loans held for sale at fair value	82,483		—		69,677		121,902		—		—		152,160		121,902
Loans and leases held for investment, net	2,603,256		—		—		—		—		—		2,603,256		—
Retail and certificate loans held for investment at fair value	—		—		298,541		636,686		—		—		298,541		636,686
Other loans held for investment at fair value	—		—		27,229		49,954		—		—		27,229		49,954
Property, equipment and software, net	26,457		—		69,616		96,641		—		—		96,073		96,641
Investment in subsidiary	—		—		511,394		—		( 511,394 )		—		—		—
Goodwill	75,717		—		—		—		—		—		75,717		—
Other assets	199,050		—		176,994		187,399		( 92,918 )		—		283,126		187,399
Total assets	4,013,939		—		1,412,585		1,863,293		( 675,764 )		—		4,750,760		1,863,293
Liabilities and Equity
Total deposits	2,910,171		—		—		—		( 71,452 )		—		2,838,719		—
Short-term borrowings	321		—		45,789		104,989		—		—		46,110		104,989
Advances from PPPLF	391,945		—		—		—		—		—		391,945		—
Retail notes, certificates and secured borrowings at fair value	—		—		298,541		636,774		—		—		298,541		636,774
Payable on Structured Program borrowings	—		—		89,252		152,808		—		—		89,252		152,808
Other long-term debt	—		—		15,563		—		—		—		15,563		—
Other liabilities	154,521		—		171,764		244,551		( 60,445 )		—		265,840		244,551
Total liabilities	3,456,958		—		620,909		1,139,122		( 131,897 )		—		3,945,970		1,139,122
Total equity	556,981		—		791,676		724,171		( 543,867 )		—		804,790		724,171
Total liabilities and equity	$	4,013,939	$	—	$	1,412,585	$	1,863,293	$	( 675,764 )	$	—	$	4,750,760	$	1,863,293

22. Related Party Transactions

Related party transactions must be reviewed and approved by the Audit Committee of the Company’s board of directors when not conducted in the ordinary course of business subject to the standard terms of the Company’s lending marketplace or certificate investment program. Any material amendment or modification to an existing

LENDINGCLUB CORPORATION

Notes to Condensed Consolidated Financial Statements

(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)

(Unaudited)

related party transaction is also subject to the review and approval of the Audit Committee. Related party transactions may include any transaction between entities under common control or with a related person that has occurred since the beginning of the Company’s latest fiscal year or is currently proposed. The Company has defined related persons as members of the board of directors, executive officers, principal owners of the Company’s outstanding stock and any immediate family members of each such related person, as well as any other person or entity with significant influence over the Company’s management or operations.

Several of the Company’s executive officers and directors (including immediate family members) have made deposits and withdrawals to their investor accounts and purchased loans or interests therein. The Company believes all such transactions by related persons were made in the ordinary course of business and were transacted on terms and conditions that were not more favorable than those obtained by similarly situated third-party investors.

As of September 30, 2021, the Company had a $ 7.7 million investment and an approximate 21 % ownership interest in an Investment Fund, a private fund that participates in a family of funds with other unrelated third parties. This family of funds purchases assets from third parties unrelated to the Company and, prior to 2020, purchased whole loans and interests in loans from the Company. The Company has requested a full redemption of its investment in the Investment Fund. The Company’s investment in the Investment Fund is recorded in “Other assets” on the Company’s Condensed Consolidated Balance Sheets. The Company believes all arrangements were on terms and conditions that were not more favorable than those obtained by other third-party investors. The Investment Fund provides audited financial statements annually and periodic investment statements throughout each calendar year on a delayed basis, which are used by the Company to evaluate performance and recoverability of its investment.

23. Subsequent Events

The Company has evaluated the impact of events that have occurred subsequent to September 30, 2021, through the date the condensed consolidated financial statements were filed with the SEC. Based on this evaluation, other than as recorded or disclosed within these condensed consolidated financial statements and related notes, the Company has determined no additional subsequent events were required to be recognized or disclosed.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes that appear in this Quarterly Report on Form 10-Q (Report). In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, and in “Part I – Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (Annual Report) as modified by “Part II – Item 1A. Risk Factors” in this Report. The forward-looking statements included in this Report are made only as of the date hereof.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Overview

LendingClub was founded in 2006 to transform the banking industry by leveraging technology, data science and a marketplace model. We started by bringing a traditional credit product, the installment loan, into the digital age and became the largest provider of unsecured personal loans in the United States. On February 1, 2021, LendingClub completed the acquisition of Radius Bancorp, Inc. (Radius), whereby LendingClub became a bank holding company and formed LendingClub Bank, National Association (the Bank) as its wholly-owned subsidiary, through which we now operate the vast majority of our business. With the acquisition, we combined the complementary strengths of the Company’s digital lending capabilities with an award-winning digital bank.

Executive Summary

• Loan originations: Total loan originations for the third quarter of 2021 were $3.1 billion, improving 14% sequentially. The increase was primarily driven by the growth in personal loan origination volume.

• Total net revenue: Total net revenue for the third quarter of 2021 was $246.2 million, improving 20% sequentially and outpacing origination growth of 14%. The increase was primarily due to the growth in marketplace revenue and increased net interest income from the retained portfolio of consumer loans.

◦ Marketplace revenue: Marketplace revenue for the third quarter of 2021 was $174.6 million, improving 15% sequentially. The increase was primarily driven by a higher volume of marketplace loans sold.

◦ Net interest income: Net interest income for the third quarter of 2021 was $65.3 million, improving 42% sequentially. The increase was primarily driven an increase in personal loans retained in the held for investment loan portfolio.

• Provision for credit losses: Provision for credit losses for the third quarter of 2021 was $37.5 million, increasing 8% sequentially. The increase was primarily driven by an increase in personal loans retained in the held for investment loan portfolio.

• Total non-interest expense: Total non-interest expense for the third quarter of 2021 was $178.8 million, increasing 12% sequentially. The increase was primarily driven by an increase in variable marketing expenses based on higher origination volume.

• Consolidated net income: Consolidated net income for the third quarter of 2021 was $27.2 million, improving 190% sequentially.

• Deposits: Total deposits at September 30, 2021 were $2.8 billion, growing 12% sequentially, in line with growth in our loans held for investment.

• Notable items: In the third quarter of 2021 , n et income of $27.2 million and diluted earnings per share of $0.26 were negatively impacted by $51.5 million of notable items (net of tax): $34.0 million of Current Expected Credit Loss (CECL) provisioning and $17.5 million of net revenue deferrals, both driven by strong retained loan growth. These items reduced our diluted earnings per share by $0.49 in the third quarter of 2021 .

The above summary should be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations in its entirety. For additional discussion related to our operating segments, see “ Segment Information .”

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Financial Highlights

We regularly review several metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions. The following presents our selected financial data:


	Three Months Ended									Nine Months Ended September 30,
	September 30, 2021			June 30, 2021			September 30, 2020			2021			2020
Noninterest income	$	180,878		$	158,476		$	57,750		$	426,688		$	186,159
Net interest income	$	65,288		$	45,905		13,294			$	129,699		56,429
Total net revenue	$	246,166		$	204,381		$	71,044		$	556,387		$	242,588

Consolidated net income (loss)	$	27,185		$	9,371		$	(34,325)		$	(10,528)		$	(160,883)

EPS – basic	$	0.27		$	0.10		$	(0.38)		$	(0.11)		$	(2.35)
EPS – diluted	$	0.26		$	0.09		$	(0.38)		$	(0.11)		$	(2.35)

LendingClub Bank Performance Metrics:
Net interest margin	7.1		%	5.5		%	N/A			5.7		%	N/A
Efficiency ratio (1)	67.5		%	69.0		%	N/A			73.3		%	N/A
Return on average equity (ROE)	26.5%			34.7		%	N/A			14.8		%	N/A
Return on average total assets (ROA)	3.7%			4.7		%	N/A			2.1		%	N/A

LendingClub Bank Capital Ratios:
Common Equity Tier 1 Capital Ratio	18.0		%	18.7		%	N/A			18.0		%	N/A
Tier 1 Leverage Ratio	14.1		%	13.5		%	N/A			14.1		%	N/A

Consolidated LendingClub Corporation Performance Metrics:
Net interest margin	6.3		%	4.7		%	N/A			4.8		%	N/A
Efficiency ratio (1)	72.6		%	78.4		%	N/A			85.0		%	N/A
Return on average equity (ROE)	13.8		%	5.0		%	N/A			N/A			N/A
Return on average total assets (ROA)	2.4%			0.8		%	N/A			N/A			N/A
Marketing as a % of loan originations	1.6%			1.3		%	0.4		%	1.4		%	1.3		%

Loan Originations (in millions) (2) :
Marketplace loans	$	2,471		$	2,182		$	584		$	5,792		$	3,431
Loan originations held for investment	636			541			—			1,521			—
Total loan originations	$	3,107		$	2,722		$	584		$	7,312		$	3,431

Servicing portfolio AUM (in millions) (3)	$	11,592		$	10,741		$	12,267		$	11,592		$	12,267

N/A – Not applicable

(1) Calculated as the ratio of non-interest expense to total net revenue.

(2) Includes unsecured personal loans, auto loans, and education and patient finance loans only.

(3) Loans serviced on our marketplace platform, which includes personal and auto loans serviced for others and those retained for investment by the Company.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)


	As of the Three Months Ended
	September 30, 2021			June 30, 2021			September 30, 2020


















Balance Sheet Data:
Loans and leases held for investment, net, excluding PPP loans	$	2,235,698		$	1,791,492		$	—
PPP loans	$	367,558		$	507,553		$	—
Total loans and leases held for investment, net	$	2,603,256		$	2,299,045		$	—
Total assets	$	4,750,760		$	4,370,101		$	1,979,457
Total deposits	$	2,838,719		$	2,539,704		$	—
Total liabilities	$	3,945,970		$	3,607,742		$	1,245,565
Total equity	$	804,790		$	762,359		$	733,892

Allowance Ratios:
Allowance for loan and lease losses to total loans and leases held for investment	3.9		%	3.0		%	N/A
Allowance for loan and lease losses to total loans and leases held for investment, excluding PPP loans	4.5		%	3.8		%	N/A
Allowance for loan and lease losses to consumer loans and leases held for investment	5.2		%	4.3		%	N/A
Allowance for loan and lease losses to commercial loans and leases held for investment	1.6		%	1.5		%	N/A
Allowance for loan and lease losses to commercial loans and leases held for investment, excluding PPP loans	2.6		%	2.8		%	N/A

N/A – Not applicable

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Results of Operations

The following tables set forth the Condensed Consolidated Statements of Operations data for each of the periods presented:


	Three Months Ended						Change (%)
	September 30, 2021		June 30, 2021		September 30, 2020		Q3 2021 vs Q3 2020		Q3 2021 vs Q2 2021
Non-interest income:
Marketplace revenue	$	174,556	$	151,735	$	54,635	N/M		15	%
Other non-interest income	6,322		6,741		3,115		103	%	(6)	%
Total non-interest income	180,878		158,476		57,750		N/M		14	%

Interest income:
Interest on loans held for sale	8,536		8,694		14,916		(43)	%	(2)	%
Interest and fees on loans and leases held for investment	57,644		39,068		—		N/M		48	%
Interest on retail and certificate loans held for investment at fair value	12,172		16,014		27,117		(55)	%	(24)	%
Interest on other loans held for investment at fair value	973		1,222		1,948		(50)	%	(20)	%
Interest on securities available for sale	3,180		2,539		2,754		15	%	25	%
Other	355		190		38		N/M		87	%
Total interest income	82,860		67,727		46,773		77	%	22	%

Interest expense:
Interest on deposits	1,899		1,699		—		N/M		12	%
Interest on short-term borrowings	849		1,003		3,179		(73)	%	(15)	%
Interest on retail notes, certificates and secured borrowings	12,172		16,014		27,117		(55)	%	(24)	%
Interest on Structured Program borrowings	2,120		2,668		3,046		(30)	%	(21)	%
Interest on other long-term debt	532		438		137		N/M		21	%
Total interest expense	17,572		21,822		33,479		(48)	%	(19)	%

Net interest income	65,288		45,905		13,294		N/M		42	%

Total net revenue	246,166		204,381		71,044		N/M		20	%

Provision for (reversal of) credit losses	37,524		34,634		(3,669)		N/M		8	%

Non-interest expense:
Compensation and benefits	73,304		71,925		58,649		25	%	2	%
Marketing	50,782		35,107		2,135		N/M		45	%
Equipment and software	10,297		9,281		6,430		60	%	11	%
Occupancy	6,486		6,157		6,466		—	%	5	%
Depreciation and amortization	10,549		11,508		12,348		(15)	%	(8)	%
Professional services	11,750		11,520		8,817		33	%	2	%
Other non-interest expense	15,607		14,641		14,267		9	%	7	%
Total non-interest expense	178,775		160,139		109,112		64	%	12	%

Income (Loss) before income tax expense	29,867		9,608		(34,399)		187	%	N/M
Income tax expense (benefit)	2,682		237		(74)		N/M		N/M
Consolidated net income (loss)	$	27,185	$	9,371	$	(34,325)	179	%	190	%

N/M – Not meaningful

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)


	Nine Months Ended September 30,
	2021		2020		Change (%)
Non-interest income:
Marketplace revenue	$	408,018	$	175,993	132	%
Other non-interest income	18,670		10,166		84	%
Total non-interest income	426,688		186,159		129	%

Interest income:
Interest on loans held for sale	22,387		67,579		(67)	%
Interest and fees on loans and leases held for investment	112,013		—		N/M
Interest on retail and certificate loans held for investment at fair value	48,448		92,193		(47)	%
Interest on other loans held for investment at fair value	3,674		6,021		(39)	%
Interest on securities available for sale	7,954		9,930		(20)	%
Other	701		1,021		(31)	%
Total interest income	195,177		176,744		10	%

Interest expense:
Interest on deposits	4,612		—		N/M
Interest on short-term borrowings	3,116		16,332		(81)	%
Interest on retail notes, certificates and secured borrowings	48,448		92,193		(47)	%
Interest on Structured Program borrowings	7,996		11,418		(30)	%
Interest on other long-term debt	1,306		372		N/M
Total interest expense	65,478		120,315		(46)	%

Net interest income	129,699		56,429		130	%

Total net revenue	556,387		242,588		129	%

Provision for credit losses	93,651		3,800		N/M

Non-interest expense:
Compensation and benefits	209,649		199,991		5	%
Marketing	105,434		43,030		145	%
Equipment and software	27,471		20,931		31	%
Occupancy	19,543		22,241		(12)	%
Depreciation and amortization	33,823		41,832		(19)	%
Professional services	34,873		32,723		7	%
Other non-interest expense	42,373		38,678		10	%
Total non-interest expense	473,166		399,426		18	%

Loss before income tax expense	(10,430)		(160,638)		(94)	%
Income tax expense	98		245		(60)	%
Consolidated net loss	$	(10,528)	$	(160,883)	(93)	%

N/M – Not meaningful

The analysis below is presented for the following periods: Third quarter of 2021 compared to the second quarter of 2021 (Sequential), third quarter of 2021 compared to the third quarter of 2020 (Quarter Over Quarter) and the first nine months of 2021 compared to the first nine months of 2020 (Nine Months Over Nine Months). Given that the acquisition of Radius occurred on February 1, 2021, the results of operations for the first nine months of 2021 reflect results of the Bank since the date of acquisition.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Marketplace Revenue

Marketplace revenue consists of the following:


	Three Months Ended						Change (%)
	September 30, 2021		June 30, 2021		September 30, 2020		Q3 2021 vs Q3 2020		Q3 2021 vs Q2 2021
Origination fees (1)	$	129,125	$	113,802	$	24,372	N/M		13	%
Servicing fees	20,819		22,714		25,850		(19)	%	(8)	%
Gain on sales of loans	21,907		19,317		7,739		183	%	13	%
Net fair value adjustments (2)	2,705		(4,098)		(3,326)		181	%	(166)	%
Total marketplace revenue	$	174,556	$	151,735	$	54,635	N/M		15	%


	Nine Months Ended September 30,
	2021		2020		Change (%)
Origination fees (1)	$	298,486	$	164,489	81	%
Servicing fees	66,699		86,924		(23)	%
Gain on sales of loans	49,547		23,724		109	%
Net fair value adjustments (2)	(6,714)		(99,144)		(93)	%
Total marketplace revenue	$	408,018	$	175,993	132	%

N/M – Not meaningful

(1) Include transaction fees from issuing bank partners in connection with the Company’s role in facilitating certain loan originations.

(2) Certain prior period valuation adjustments on securities available for sale and Structured Program borrowings were reclassified from net fair value adjustments to provision for credit losses and interest expense, respectively, to conform to the current period presentation.

Origination Fees

Origination fees recorded as a component of marketplace revenue are primarily fees earned related to originating and issuing unsecured personal loans that are held for sale. In addition, origination fees include transaction fees that are paid to the Company by issuing bank partners or education and patient service providers for the work performed in facilitating the origination of loans by the issuing banks. During the first quarter of 2021, the Company ceased using issuing bank partners to originate unsecured personal loans and auto loans.

The following table presents loan origination volume during each of the periods set forth below:


	Three Months Ended						Nine Months Ended
	September 30, 2021		June 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Marketplace loans	$	2,471,152	$	2,181,620	$	584,127	$	5,791,508	$	3,431,389
Loan originations held for investment	635,514		540,823		—		1,520,751		—
Total loan originations (1)	$	3,106,666	$	2,722,443	$	584,127	$	7,312,259	$	3,431,389

(1) Includes unsecured personal loans, auto loans, and education and patient finance loans only.

Origination fees recorded as a component of marketplace revenue were $129.1 million and $113.8 million for the third and second quarters of 2021, respectively, an increase of 13%. The increase was due to higher origination

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

volume of marketplace loans. Loan origination volume of marketplace loans increased to $2.47 billion for the third quarter of 2021 compared to $2.18 billion for the second quarter of 2021, an increase of 13%.

Origination fees were $129.1 million and $24.4 million for the third quarters of 2021 and 2020, respectively. The increase was primarily due to higher origination volume of marketplace loans. Loan origination volume of marketplace loans increased to $2.47 billion for the third quarter of 2021 compared to $584.1 million for the third quarter of 2020.

Origination fees were $298.5 million and $164.5 million for the first nine months of 2021 and 2020, respectively, an increase of 81%. The increase was due to higher origination volume of marketplace loans, partially offset by the deferral of origination fees and costs on loans held for investment. Loan origination volume of marketplace loans increased to $5.8 billion for the first nine months of 2021 compared to $3.4 billion for the first nine months of 2020, an increase of 69%.

Servicing Fees

The Company receives servicing fees to compensate it for the costs incurred in servicing a loan, including managing payments from borrowers, collections and payments to investors. Servicing fee revenue related to whole loans sold also includes the change in fair value of servicing assets and liabilities associated with the loans.

The table below illustrates the outstanding principal balance of loans serviced, which is a key driver of servicing fees, by the method in which the loans were financed at the end of each period presented:


							Change (%)
	September 30, 2021		June 30, 2021		September 30, 2020		Q3 2021 vs Q3 2020		Q3 2021 vs Q2 2021
Outstanding Principal Balance of Loans Serviced On Our Marketplace Platform (in millions):
Whole loans sold	$	9,744	$	9,289	$	11,249	(13)	%	5	%
Retail notes, certificates and secured borrowings	314		414		756		(58)	%	(24)	%
LendingClub Bank	1,438		917		—		N/M		57	%
Other loans invested in by the Company	96		121		262		(63)	%	(21)	%
Total	$	11,592	$	10,741	$	12,267	(6)	%	8	%

N/M – Not meaningful

In addition to the loans serviced on our marketplace platform, the Company earns servicing fee revenue on $243.6 million in outstanding principal balance of commercial loans sold as of September 30, 2021.

Servicing fees were $20.8 million and $22.7 million for the third and second quarters of 2021, respectively, a decrease of 8%. The decrease in revenue was primarily due to negative fair value adjustments of our servicing asset in the second quarter of 2021.

Servicing fees were $20.8 million and $25.9 million for the third quarters of 2021 and 2020, respectively, a decrease of 19%. The decrease in revenue was primarily due to a lower principal balance of loans serviced.

Servicing fees were $66.7 million and $86.9 million for the first nine months of 2021 and 2020, respectively, a decrease of 23%. The decrease in revenue was primarily due to a lower principal balance of loans serviced.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Gain on Sales of Loans

In connection with loan sales and in addition to servicing fees earned with respect to the corresponding loan, the Company recognizes a gain or loss on the sale of that loan based on the level to which the contractual loan servicing fee is above or below an estimated market rate loan servicing fee. Additionally, the Company recognizes transaction costs as a loss on sale of loans.

Gain on sales of loans was $21.9 million and $19.3 million for the third and second quarters of 2021, respectively, an increase of 13%. The increase was primarily due to an increase in the volume of marketplace loans sold.

Gain on sales of loans was $21.9 million and $7.7 million for the third quarters of 2021 and 2020, respectively, an increase of 183%. The increase was primarily due to an increase in the volume of marketplace loans sold.

Gain on sales of loans was $49.5 million and $23.7 million for the first nine months of 2021 and 2020, respectively, an increase of 109%. The increase was primarily due to an increase in the volume of marketplace loans sold.

Net Fair Value Adjustments

The Company records fair value adjustments on loans that are recorded at fair value.

Net fair value adjustments were $2.7 million and $(4.1) million for the third and second quarters of 2021, respectively, an improvement of $6.8 million. The increase was primarily due to higher loan sale prices.

Net fair value adjustments were $2.7 million and $(3.3) million for the third quarters of 2021 and 2020, respectively, an improvement of $6.0 million. The increase was primarily due to higher loan sale prices and a decrease in estimated expected credit losses.

Net fair value adjustments were $(6.7) million and $(99.1) million for the first nine months of 2021 and 2020, respectively, an improvement of $92.4 million. The improvement was primarily associated with fair value adjustments recorded in the first quarter of 2020 due to COVID-19, which included an increase in estimated expected credit losses and an increase in liquidity premiums.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Other Non-Interest Income

Other non-interest income primarily consists of referral revenue that relates to fees earned from third-party companies when customers referred by us consider or purchase products or services from such third-party companies. The table below illustrates the composition of other non-interest income for each period presented:


	Three Months Ended						Change (%)
	September 30, 2021		June 30, 2021		September 30, 2020		Q3 2021 vs Q3 2020		Q3 2021 vs Q2 2021
Referral revenue	$	4,293	$	2,762	$	1,264	N/M		55	%
Realized gains on sales of securities available for sale and other investments	—		148		—		N/M		(100)	%
Other	2,029		3,831		1,851		10	%	(47)	%
Other non-interest income	$	6,322	$	6,741	$	3,115	103	%	(6)	%

N/M – Not meaningful


	Nine Months Ended September 30,
	2021		2020		Change (%)
Referral revenue	$	9,649	$	3,503	175	%
Realized losses on sales of securities available for sale and other investments	(96)		(1)		N/M
Other	9,117		6,664		37	%
Other non-interest income	$	18,670	$	10,166	84	%

N/M – Not meaningful

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Net Interest Income

The tables below present net interest income information corresponding to interest-earning assets and interest-bearing funding sources on a standalone basis for LendingClub Bank and LendingClub Corporation (Parent only), and on a consolidated basis for the Company.


	Three Months Ended September 30, 2021
	LendingClub Bank						LendingClub Corporation (Parent only)						Consolidated LendingClub Corporation (1)
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Interest-earning assets (2)
Cash, cash equivalents and restricted cash	$	695,294	$	352	0.20	%	$	83,405	$	3	0.01	%	$	778,667	$	355	0.18	%
Securities available for sale at fair value	182,882		632		1.38	%	83,804		2,548		12.16	%	266,686		3,180		4.77	%
Loans held for sale at fair value	145,262		5,978		16.46	%	81,160		2,558		12.60	%	226,422		8,536		15.08	%
Loans and leases held for investment:
Unsecured personal loans	991,297		39,532		15.95	%	—		—		—	%	991,297		39,532		15.95	%
Secured consumer loans	464,194		4,688		4.04	%	—		—		—	%	464,194		4,688		4.04	%
Commercial loans and leases	616,823		7,887		5.11	%	—		—		—	%	616,823		7,887		5.11	%
PPP loans	436,785		5,537		5.07	%	—		—		—	%	436,785		5,537		5.07	%
Loans and leases held for investment	2,509,099		57,644		9.19	%	—		—		—	%	2,509,099		57,644		9.19	%
Retail and certificate loans held for investment at fair value	—		—		—	%	344,205		12,172		14.15	%	344,205		12,172		14.15	%
Other loans held for investment at fair value	—		—		—	%	30,981		973		12.58	%	30,981		973		12.58	%
Total interest-earning assets	3,532,537		64,606		7.32	%	623,555		18,254		11.71	%	4,156,060		82,860		7.97	%

Cash and due from banks and restricted cash	29,290						99,985						96,733
Allowance for loan and lease losses	(86,686)						—						(86,686)
Other non-interest earning assets	270,594						760,131						449,964
Total assets	$	3,745,735					$	1,483,671					$	4,616,071

Interest-bearing liabilities
Interest-bearing deposits:
Checking and money market accounts	$	2,221,365	$	1,707	0.30	%	$	—	$	—	—	%	$	2,221,365	$	1,707	0.30	%
Savings accounts and certificates of deposit	307,807		192		0.25	%	—		—		—	%	307,807		192		0.25	%
Interest-bearing deposits	2,529,172		1,899		0.30	%	—		—		—	%	2,529,172		1,899		0.30	%
Short-term borrowings	321		—		—	%	56,903		849		5.97	%	57,224		849		5.93	%
Advances from PPPLF	416,748		371		0.36	%	—		—		—	%	416,748		371		0.36	%
Retail notes, certificates and secured borrowings	—		—		—	%	344,087		12,172		14.15	%	344,087		12,172		14.15	%
Structured Program borrowings	—		—		—	%	100,178		2,120		8.46	%	100,178		2,120		8.46	%
Other long-term debt	—		—		—	%	15,606		161		4.13	%	15,606		161		4.13	%
Total interest-bearing liabilities	2,946,241		2,270		0.31	%	516,774		15,302		11.84	%	3,463,015		17,572		2.03	%

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)


	Three Months Ended September 30, 2021
	LendingClub Bank						LendingClub Corporation (Parent only)						Consolidated LendingClub Corporation (1)
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Non-interest bearing deposits	114,065						—						81,491
Other liabilities	155,806						183,962						285,292
Total liabilities	$	3,216,112					$	700,736					$	3,829,798

Total equity	$	529,623					$	782,935					$	786,273
Total liabilities and equity	$	3,745,735					$	1,483,671					$	4,616,071

Interest rate spread					7.01	%					(0.13)	%					5.95	%

Net interest income and net interest margin			$	62,336	7.06	%			$	2,952	1.89	%			$	65,288	6.28	%

(1) Consolidated presentation reflects intercompany eliminations.

(2) Nonaccrual loans and any related income are included in their respective loan categories.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)


	Three Months Ended June 30, 2021
	LendingClub Bank						LendingClub Corporation (Parent only)						Consolidated LendingClub Corporation (1)
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Interest-earning assets (2)
Cash, cash equivalents and restricted cash	$	551,895	$	186	0.13	%	$	99,419	$	4	0.02	%	$	642,182	$	190	0.12	%
Securities available for sale at fair value	165,579		348		0.84	%	108,377		2,191		8.09	%	273,956		2,539		3.71	%
Loans held for sale	144,037		5,723		15.89	%	99,408		2,971		11.96	%	243,445		8,694		14.29	%
Loans and leases held for investment:
Unsecured personal loans	511,787		19,499		15.24	%	—		—		—	%	511,787		19,499		15.24	%
Secured consumer loans	532,426		5,173		3.89	%	—		—		—	%	532,426		5,173		3.89	%
Commercial loans and leases	623,735		9,062		5.81	%	—		—		—	%	623,735		9,062		5.81	%
PPP loans	615,942		5,334		3.46	%	—		—		—	%	615,942		5,334		3.46	%
Loans and leases held for investment	2,283,890		39,068		6.84	%	—		—		—	%	2,283,890		39,068		6.84	%
Retail and certificate loans held for investment at fair value	—		—		—	%	448,822		16,014		14.27	%	448,822		16,014		14.27	%
Other loans held for investment at fair value	—		—		—	%	38,662		1,222		12.64	%	38,662		1,222		12.64	%
Total interest-earning assets	3,145,401		45,325		5.76	%	794,688		22,402		11.28	%	3,930,957		67,727		6.89	%

Cash and due from banks and restricted cash	34,612						111,274						144,897
Allowance for loan and lease losses	(51,109)						—						(51,109)
Other non-interest earning assets	221,870						749,674						447,826
Total assets	$	3,350,774					$	1,655,636					$	4,472,571

Interest-bearing liabilities
Interest-bearing deposits:
Checking and money market accounts	$	2,071,112	$	1,618	0.31	%	$	—	$	—	—	%	$	2,071,112	$	1,618	0.31	%
Savings accounts and certificates of deposit	301,939		81		0.11	%	—		—		—	%	301,939		81		0.11	%
Interest-bearing deposits	2,373,051		1,699		0.29	%	—		—		—	%	2,373,051		1,699		0.29	%
Short-term borrowings	2,138		1		0.06	%	77,373		1,002		5.19	%	79,511		1,003		5.05	%
Advances from PPPLF	312,168		272		0.35	%	—		—		—	%	312,168		272		0.35	%
Retail notes, certificates and secured borrowings	—		—		—	%	449,057		16,014		14.27	%	449,057		16,014		14.27	%
Structured Program borrowings	—		—		—	%	121,738		2,668		8.77	%	121,738		2,668		8.77	%
Other long-term debt	708		—		—	%	15,696		166		4.22	%	16,404		166		4.05	%
Total interest-bearing liabilities	2,688,065		1,972		0.29	%	663,864		19,850		11.96	%	3,351,929		21,822		2.61	%

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)


	Three Months Ended June 30, 2021
	LendingClub Bank						LendingClub Corporation (Parent only)						Consolidated LendingClub Corporation (1)
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Non-interest bearing deposits	102,709						—						92,588
Other liabilities	100,835						225,521						276,723
Total liabilities	$	2,891,609					$	889,385					$	3,721,240

Total equity	$	459,165					$	766,251					$	751,331
Total liabilities and equity	$	3,350,774					$	1,655,636					$	4,472,571

Interest rate spread					5.47	%					(0.68)	%					4.29	%

Net interest income and net interest margin			$	43,353	5.51	%			$	2,552	1.28	%			$	45,905	4.67	%

(1) Consolidated presentation reflects intercompany eliminations.

(2) Nonaccrual loans and any related income are included in their respective loan categories.

Interest on securities available for sale was $3.2 million and $2.5 million for the third and second quarters of 2021, respectively, an increase of 25%. The increase was primarily due to an increase in the average outstanding balance of securities available for sale.

Interest on loans held for sale was $8.5 million and $8.7 million for the third and second quarters of 2021, respectively, a decrease of 2%. The decrease was primarily due to a decrease in the average outstanding balances of loans held for sale.

Interest and fees on loans and leases held for investment were $57.6 million and $39.1 million for the third and second quarters of 2021, respectively, and increase of 48%. The increase was primarily due to an increase in the mix of personal loan balances retained as held for investment at higher interest rates and resulting in an overall increase in net interest margin.

Interest income on retail and certificate loans held for investment was $12.2 million and $16.0 million for the third and second quarters of 2021, respectively, a decrease of 24%. The decrease was primarily due to a decrease in the average outstanding balances of retail and certificate loans held for investment. We do not assume principal or interest rate risk on loans facilitated through our lending marketplace that were funded by notes, certificates and certain secured borrowings because loan balances, interest rates and maturities are matched and offset by an equal balance of notes, certificates or secured borrowings with the exact same interest rates and maturities. Interest expense on retail notes, certificates and secured borrowings was $12.2 million and $16.0 million for the third and second quarters of 2021, respectively, a decrease of 24%. The decrease was primarily due to a decrease in the average outstanding balance of retail notes, certificates and secured borrowings. We ceased offering and selling Retail Notes at December 31, 2020, therefore, this balance will continue to decline as underlying borrower payments are made.

Interest on other loans held for investment was $1.0 million and $1.2 million for the third and second quarters of 2021, respectively, a decrease of 20%. The decrease was primarily due to a decrease in the average outstanding balance of other loans held for investment.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Interest on deposits was $1.9 million and $1.7 million for the third and second quarters of 2021, respectively, an increase of 12%. The increase was primarily related to an increase in the average outstanding balance of deposits.

Interest on short-term borrowings was $0.8 million and $1.0 million for the third and second quarters of 2021, respectively, a decrease of 15%. The decrease was primarily due to a decrease in the average outstanding balance of short-term borrowings.

Interest on Structured Program borrowings was $2.1 million and $2.7 million for the third and second quarters of 2021, respectively, a decrease of 21%. The decrease was primarily due to a decrease in the average outstanding balance of Structured Program borrowings.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)


		Three Months Ended September 30, 2020 (1)
	Consolidated LendingClub Corporation (2)
		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Interest-earning assets (3)
Cash, cash equivalents and restricted cash		$	427,110	$	38	0.04	%
Securities available for sale at fair value		203,246		2,754		5.42	%
Loans held for sale at fair value		374,827		14,916		15.92	%






Retail and certificate loans held for investment at fair value		745,339		27,117		14.55	%
Other loans held for investment at fair value		61,988		1,948		12.57	%
Total interest-earning assets		1,812,510		46,773		10.32	%

Cash and cash equivalents and restricted cash		95,810
Other non-interest earning assets		311,269
Total assets		$	2,219,589

Interest-bearing liabilities




Short-term borrowings		299,613		3,179		4.24	%

Retail notes, certificates and secured borrowings		745,842		27,117		14.55	%
Structured Program borrowings		183,122		3,046		6.65	%
Other long-term debt		4,276		137		12.91	%
Total interest-bearing liabilities		1,232,853		33,479		10.87	%


Other liabilities		244,032
Total liabilities		$	1,476,885

Total equity		$	742,704
Total liabilities and equity		$	2,219,589

Interest rate spread						(0.55)	%

Net interest income and net interest margin				$	13,294	2.93	%

(1) Prior period amounts have been reclassified to conform to current period presentation and methodology, which includes non-interest earning assets, non-interest bearing liabilities and equity.

(2) Consolidated presentation reflects intercompany eliminations.

(3) Nonaccrual loans and any related income are included in their respective loan categories.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Interest on securities available for sale was $3.2 million and $2.8 million for the third quarters of 2021 and 2020, respectively, an increase of 15%. The increase was primarily due to an increase in the average outstanding balance of securities available for sale.

Interest on loans held for sale was $8.5 million and $14.9 million for the third quarters of 2021 and 2020, respectively, a decrease of 43%. The decrease was primarily due to a decrease in the average outstanding balances of loans held for sale.

Interest and fees on loans and leases held for investment of $57.6 million for the third quarter of 2021 were related to the loans and leases acquired from Radius and $1.52 billion of originated personal and auto loans retained for investment during the first three quarters of 2021. There were no loans and leases held for investment at amortized cost for the third quarter of 2020.

Interest income on retail and certificate loans held for investment was $12.2 million and $27.1 million for the third quarters of 2021 and 2020, respectively, a decrease of 55%. The decrease was primarily due to a decrease in the average outstanding balances of retail and certificate loans held for investment. Interest expense on retail notes, certificates and secured borrowings was $12.2 million and $27.1 million for the third quarters of 2021 and 2020, respectively, a decrease of 55%. The decrease was primarily due to a decrease in the average outstanding balance of retail notes, certificates and secured borrowings.

Interest on other loans held for investment was $1.0 million and $1.9 million for the third quarters of 2021 and 2020, respectively, a decrease of 50%. The decrease was primarily due to a decrease in the average outstanding balance of other loans held for investment.

Interest on deposits of $1.9 million for the third quarter of 2021 was primarily related to the deposits assumed from Radius. There were no deposits held by the Company for the third quarter of 2020.

Interest on short-term borrowings was $0.8 million and $3.2 million for the third quarters of 2021 and 2020, respectively, a decrease of 73%. The decrease was primarily due to a decrease in the average outstanding balance of short-term borrowings.

Interest on Structured Program borrowings was $2.1 million and $3.0 million for the third quarters of 2021 and 2020, respectively, a decrease of 30%. The decrease was primarily due to a decrease in the average outstanding balance of Structured Program borrowings.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)


	Nine Months Ended September 30, 2021 (1)
	LendingClub Bank						LendingClub Corporation (Parent only)						Consolidated LendingClub Corporation (2)
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Interest-earning assets (3)
Cash, cash equivalents and restricted cash	$	651,675	$	676	0.16	%	$	133,174	$	25	0.03	%	$	769,759	$	701	0.12	%
Securities available for sale at fair value	188,349		1,424		1.13	%	107,600		6,530		8.09	%	295,949		7,954		3.58	%
Loans held for sale at fair value	125,165		13,316		15.96	%	104,620		9,071		11.56	%	229,785		22,387		12.99	%
Loans and leases held for investment:
Unsecured personal loans	605,126		62,423		15.47	%	—		—		—	%	605,126		62,423		15.47	%
Secured consumer loans	503,798		13,076		3.89	%	—		—		—	%	503,798		13,076		3.89	%
Commercial loans and leases	616,660		22,068		5.37	%	—		—		—	%	616,660		22,068		5.37	%
PPP loans	549,137		14,446		3.95	%	—		—		—	%	549,137		14,446		3.95	%
Loans and leases held for investment	2,274,721		112,013		7.39	%	—		—		—	%	2,274,721		112,013		7.39	%
Retail and certificate loans held for investment at fair value	—		—		—	%	454,886		48,448		14.20	%	454,886		48,448		14.20	%
Other loans held for investment at fair value	—		—		—	%	38,563		3,674		12.71	%	38,563		3,674		12.71	%
Total interest-earning assets	3,239,910		127,429		5.90	%	838,843		67,748		10.77	%	4,063,663		195,177		6.86	%

Cash and due from banks and restricted cash	34,556						102,150						125,310
Allowance for loan and lease losses	(59,262)						—						(59,262)
Other non-interest earning assets	231,281						710,167						413,309
Total assets	$	3,446,485					$	1,651,160					$	4,543,020

Interest-bearing liabilities
Interest-bearing deposits:
Checking and money market accounts	2,046,355		4,238		0.31	%	—		—		—	%	2,046,355		4,238		0.31	%
Savings accounts and certificates of deposit	309,500		374		0.18	%	—		—		—	%	309,500		374		0.18	%
Interest-bearing deposits	2,355,855		4,612		0.30	%	—		—		—	%	2,355,855		4,612		0.30	%
Short-term borrowings	1,379		1		0.14	%	77,088		3,115		5.39	%	78,467		3,116		5.30	%
Advances from PPPLF	374,841		876		0.35	%	—		—		—	%	374,841		876		0.35	%
Retail notes, certificates and secured borrowings	—		—		—	%	455,779		48,449		14.18	%	455,779		48,448		14.18	%
Structured Program borrowings	—		—		—	%	121,654		7,995		8.76	%	121,654		7,996		8.76	%
Other long-term debt	974		—		—	%	15,691		430		3.65	%	16,665		430		3.44	%
Total interest-bearing liabilities	2,733,049		5,489		0.30	%	670,212		59,989		11.94	%	3,403,261		65,478		2.59	%

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)


	Nine Months Ended September 30, 2021 (1)
	LendingClub Bank						LendingClub Corporation (Parent only)						Consolidated LendingClub Corporation (2)
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Non-interest bearing deposits	120,299						—						93,813
Other liabilities	113,534						217,963						287,868
Total liabilities	$	2,966,882					$	888,175					$	3,784,942

Total equity	$	479,603					$	762,985					$	758,078
Total liabilities and equity	$	3,446,485					$	1,651,160					$	4,543,020

Interest rate spread					5.60	%					(1.17)	%					4.27	%

Net interest income and net interest margin			$	121,940	5.65	%			$	7,759	1.23	%			$	129,699	4.76	%

(1) For the eight month period from February 1, 2021 through September 30, 2021, for LendingClub Bank.

(2) Consolidated presentation reflects intercompany eliminations.

(3) Nonaccrual loans and any related income are included in their respective loan categories.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)


		Nine Months Ended September 30, 2020 (1)
	Consolidated LendingClub Corporation (2)
		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Interest-earning assets (3)
Cash, cash equivalents and restricted cash		$	360,588	$	1,021	0.38	%
Securities available for sale at fair value		237,154		9,930		5.58	%
Loans held for sale at fair value		603,272		67,579		14.94	%






Retail and certificate loans held for investment at fair value		856,695		92,193		14.35	%
Other loans held for investment at fair value		63,099		6,021		12.72	%
Total interest-earning assets		2,120,808		176,744		11.11	%

Cash and due from banks and restricted cash		121,801

Other non-interest earning assets		356,071
Total assets		$	2,598,680

Interest-bearing liabilities




Short-term borrowings		$	485,692	$	16,332	4.48	%

Retail notes, certificates and secured borrowings		857,672		92,193		14.33	%
Structured Program borrowings		169,487		11,418		8.98	%
Other long-term debt		9,104		372		5.46	%
Total interest-bearing liabilities		1,521,955		120,315		10.54	%


Other liabilities		277,673
Total liabilities		$	1,799,628

Total equity		$	799,052
Total liabilities and equity		$	2,598,680

Interest rate spread						0.57	%

Net interest income and net interest margin				$	56,429	5.32	%

(1) Prior period amounts have been reclassified to conform to current period presentation and methodology, which includes non-interest earning assets, non-interest bearing liabilities and equity.

(2) Consolidated presentation reflects intercompany eliminations.

(3) Nonaccrual loans and any related income are included in their respective loan categories.

Interest on securities available for sale was $8.0 million and $9.9 million for the first nine months of 2021 and 2020, respectively, a decrease of 20%. The decrease was primarily due to a decrease in the average yield earned on securities available for sale, partially offset by an increase in the average outstanding balance of securities available for sale.

Interest on loans held for sale was $22.4 million and $67.6 million for the first nine months of 2021 and 2020, respectively, a decrease of 67%. The decrease was primarily due to a decrease in the average outstanding balances of loans held for sale.

Interest and fees on loans and leases held for investment of $112.0 million for the first nine months of 2021 were primarily related to the loans and leases acquired from Radius and $1.52 billion of originated personal and auto loans retained for investment during the first nine months of 2021. There were no loans and leases held for investment at amortized cost for the first nine months of 2020.

Interest income on retail and certificate loans held for investment was $48.4 million and $92.2 million for the first nine months of 2021 and 2020, respectively, a decrease of 47%. The decrease was primarily due to a decrease in the average outstanding balances of retail and certificate loans held for investment. Interest expense on retail notes, certificates and secured borrowings was $48.4 million and $92.2 million for the first nine months of 2021 and 2020,

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

respectively, a decrease of 47%. The decrease was primarily due to a decrease in the average outstanding balance of retail notes, certificates and secured borrowings.

Interest on other loans held for investment was $3.7 million and $6.0 million for the first nine months of 2021 and 2020, respectively, a decrease of 39%. The decrease was primarily due to a decrease in the average outstanding balance of other loans held for investment.

Interest on deposits of $4.6 million for the first nine months of 2021 was primarily related to the deposits assumed from Radius. There were no deposits held by the Company for the first nine months of 2020.

Interest on short-term borrowings was $3.1 million and $16.3 million for the first nine months of 2021 and 2020, respectively, a decrease of 81%. The decrease was primarily due to a decrease in the average outstanding balance of short-term borrowings.

Interest on Structured Program borrowings was $8.0 million and $11.4 million for the first nine months of 2021 and 2020, respectively, a decrease of 30%. The decrease was primarily due to a decrease in the average outstanding balance of Structured Program borrowings.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Provision for Credit Losses

The provision for credit losses includes the credit loss expense for loans and leases held for investment, credit impairments recorded on securities available for sale and the credit loss expense for unfunded lending commitments. The table below illustrates the composition of the provision for credit losses for each period presented:


	Three Months Ended						Nine Months Ended September 30,
	September 30, 2021		June 30, 2021		September 30, 2020		2021		2020
Credit loss expense for Radius loans at acquisition	$	—	$	—	$	—	$	6,929	$	—
Credit loss expense for loans and leases held for investment	37,133		34,976		—		88,733		—
Credit loss expense (recovery) for unfunded lending commitments	887		(20)		—		1,277		—
Total credit loss expense	38,020		34,956		—		96,939		—
(Reversal of) impairment on securities available for sale	(496)		(322)		(3,669)		(3,288)		3,800
Total provision for (reversal of) credit losses	$	37,524	$	34,634	$	(3,669)	$	93,651	$	3,800

The provision for credit losses was $37.5 million and $34.6 million for the third and second quarters of 2021, respectively. The increase was primarily due to an increase in the origination of personal loans retained as held for investment.

The provision for (reversal of) credit losses was $37.5 million and $(3.7) million for the third quarters of 2021 and 2020, respectively. The increase was primarily due to the origination of personal loans retained as held for investment.

The provision for credit losses was $93.7 million and $3.8 million for the first nine months of 2021 and 2020, respectively. The increase was primarily due to the origination of personal loans retained as held for investment and the impact from applying CECL to the Radius loans upon their acquisition, partially offset by impairment originally recorded in the securities available for sale portfolio in the first nine months of 2020.

The allowance for expected credit losses totaled $106.0 million at September 30, 2021, comprised of an allowance for loan and lease losses of $104.7 million and a reserve for unfunded lending commitments of $1.3 million. The allowance for loan and lease losses of $104.7 million includes $12.4 million related to the initial allowance measured on acquired Radius loans that were determined to have experienced a more-than-insignificant deterioration in credit quality since their origination date, and were therefore recorded as Purchased Credit Deteriorated (PCD) loans. Upon acquisition, the amortized cost of PCD loans was increased by the amount of the allowance, resulting in no impact to the provision for credit losses for the initial allowance.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

The activity in the allowance for expected credit losses for the third quarter and first nine months of 2021 was as follows:


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Allowance for loan and lease losses, beginning of period	$	71,081	$	—
Credit loss expense for loans and leases held for investment (1)	37,133		95,662
Initial allowance for PCD loans acquired during the period (2)	—		12,440
Charge-offs	(4,336)		(4,582)
Recoveries	858		1,216
Allowance for loan and lease losses, end of period	$	104,736	$	104,736

Reserve for unfunded lending commitments, beginning of period	$	390	$	—
Credit loss expense for unfunded lending commitments	887		1,277
Reserve for unfunded lending commitments, end of period	$	1,277	$	1,277

(1) Includes credit loss expense for Radius loans at acquisition.

(2) For acquired PCD loans, an allowance of $30.4 million was required with a corresponding increase to the amortized cost basis as of the acquisition date. For PCD loans where all or a portion of the loan balance had been previously written-off, or would be subject to write-off under the Company’s charge-off policy, a CECL allowance of $18.0 million included as part of the grossed-up loan balance at acquisition was immediately written-off. The net impact to the allowance for PCD assets on the acquisition date was $12.4 million.

The allowance for loan and lease losses represented 3.9% of total loans and leases held for investment as of September 30, 2021, or 4.5% of total loans and leases held for investment excluding Paycheck Protection Program (PPP) loans. Average loans and leases held for investment were $2.5 billion and $2.3 billion during the three and nine month periods ended September 30, 2021, respectively. Net charge-offs represented 0.1% of average loans and leases held for investment during both the three and nine months ended September 30, 2021.

The allowance for expected credit losses for financing receivables and leases, and reserve for unfunded lending commitments (collectively the allowance for expected credit losses (ACL)), are valuation reserves that represent our estimate of expected credit losses (ECL) on the assets measured at amortized cost and unfunded lending commitments. The allowance for expected credit losses is measured based on a lifetime expected loss model, which does not require a loss event to occur before a credit loss is recognized. Under the lifetime expected credit loss model, we estimate the allowance based on relevant available information related to past events, current conditions, and reasonable and supportable forecasts of future economic conditions.

We generally estimate ECL over the contractual term of its loans. The contractual term is adjusted for estimated prepayments when appropriate. Expected renewals and extensions do not adjust the contractual term unless the extension or renewal option is through a troubled debt restructuring (TDR) that is reasonably expected to occur or represents an unconditionally cancellable option held by the borrower.

The quantitative, or modeled, component of the ACL is primarily based on statistical models that use known or estimated data as of the balance sheet date and forecasted data over the reasonable and supportable period. Known and estimated data include current probability of default, loss given default and exposure at default, timing and amount of estimated prepayments, timing and amount of expected draws (for unfunded lending commitments), and relevant risk characteristics. Certain of our portfolios have limited historical loss data available internally. For these portfolios, we use external credit loss information from the FDIC Call Report and Small Business Administration (SBA) data, which includes historical charge-off and balance data for peer banking institutions.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

We obtain historical macroeconomic data dating back to 2004 from the St. Louis Federal Reserve Economic Database (FRED) and Moody’s Analytics to inform our view of the long-term condition of the economy. Forward-looking macroeconomic factors considered in our statistical models include Gross Domestic Product (GDP), unemployment rate, housing prices, and retail sales. Forward-looking macroeconomic factors are incorporated into our models for a two-year reasonable and supportable economic forecast period followed by a one-year reversion period during which expected credit losses are expected to revert back on a straight-line basis to historical losses unadjusted for economic conditions. The reasonable and supportable economic forecast period and reversion methodology are accounting estimates which may change in future periods as a result of changes to the current macroeconomic environment.

Our statistical models produce expected cash flows, which are then discounted at the effective interest rate to derive net present value. This net present value is then compared to the amortized cost basis to derive the expected credit losses. As a result, the quantitative, or modeled, portion of ACL is estimated using a discounted cash flow (DCF) approach.

We also consider the need for qualitative adjustments to the modeled estimate of expected credit losses. For this purpose, we established a qualitative factor framework to periodically assess qualitative adjustments to address certain identified elements that are not directly captured by the expected credit loss models. These factors may include the impact of risk rating downgrades, changes in credit policies, problem loan trends, identification of new risks not incorporated into the modeling framework, credit concentrations, changes in lending management and other external factors.

Loans that do not share common risk characteristics are evaluated individually to determine the allowance balance. Loans assessed individually include TDRs, reasonably expected TDRs and collateral-dependent loans. The allowance for individually assessed loans is generally determined using either DCF analyses or collateral valuations to determine if loan carrying values exceed what we expect to collect.

For additional information on the allowance for expected credit losses, see “ Critical Accounting Estimates ,” “ Notes to Condensed Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies ,” and “ Notes to Condensed Consolidated Financial Statements – Note 6. Loans and Leases Held for Investment, Net of Allowance For Loan and Lease Losses .”

The following table presents nonaccrual loans and leases as of September 30, 2021:


September 30, 2021	Nonaccrual Loans and Leases (1)
Unsecured personal	$	604
Residential mortgages	2,106
Secured consumer	5,888
Other consumer	—
Total nonaccrual consumer loans held for investment	8,598

Equipment finance	744
Commercial real estate	1,219
Commercial and industrial	1,415
Total nonaccrual commercial loans and leases held for investment	3,378

Total nonaccrual loans and leases held for investment	$	11,976

(1) There were no loans or leases that were 90 days or more past due and accruing as of September 30, 2021.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Nonaccrual loans and leases represented 0.4% of total loans and leases held for investment, or 0.5% of total loans and leases held for investment excluding PPP loans, as of September 30, 2021. The allowance for loan and lease losses represented 875% of nonaccrual loans and leases as of September 30, 2021.

Non-Interest Expense

Non-interest expense primarily consists of (i) compensation and benefits , which include salaries and wages, benefits and stock-based compensation expense, (ii) marketing, which includes costs attributable to borrower acquisition efforts and building general brand awareness, (iii) equipment and software, (iv) occupancy, which includes rent expense and all other costs related to occupying our office spaces, (v) depreciation and amortization and (vi) professional services, which primarily consist of legal and accounting fees.


	Three Months Ended						Change (%)
	September 30, 2021		June 30, 2021		September 30, 2020		Q3 2021 vs Q3 2020		Q3 2021 vs Q2 2021
Non-interest expense:
Compensation and benefits	$	73,304	$	71,925	$	58,649	25	%	2	%
Marketing	50,782		35,107		2,135		N/M		45	%
Equipment and software	10,297		9,281		6,430		60	%	11	%
Occupancy	6,486		6,157		6,466		—	%	5	%
Depreciation and amortization	10,549		11,508		12,348		(15)	%	(8)	%
Professional services	11,750		11,520		8,817		33	%	2	%
Other non-interest expense	15,607		14,641		14,267		9	%	7	%
Total non-interest expense	$	178,775	$	160,139	$	109,112	64	%	12	%

N/M – Not meaningful


	Nine Months Ended September 30,
	2021		2020		Change (%)
Non-interest expense:
Compensation and benefits	$	209,649	$	199,991	5	%
Marketing	105,434		43,030		145	%
Equipment and software	27,471		20,931		31	%
Occupancy	19,543		22,241		(12)	%
Depreciation and amortization	33,823		41,832		(19)	%
Professional services	34,873		32,723		7	%
Other non-interest expense	42,373		38,678		10	%
Total non-interest expense	$	473,166	$	399,426	18	%

Compensation and benefits expense remained relatively flat at $73.3 million and $71.9 million for the third and second quarters of 2021, respectively, an increase of 2%. The increase was primarily due to an increase in headcount.

Compensation and benefits expense was $73.3 million and $58.6 million for third quarters of 2021 and 2020, respectively, an increase of 25%. The increase was primarily due to an increase in headcount related to the acquisition of Radius.

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Compensation and benefits expense was $209.6 million and $200.0 million for the first nine months of 2021 and 2020, respectively, an increase of 5%. The increase was primarily due to an increase in headcount related to the acquisition of Radius.

Marketing expense was $50.8 million and $35.1 million for the third and second quarters of 2021, respectively, an increase of 45%. The increase was primarily due to an increase in variable marketing expenses based on higher origination volume.

Marketing expense was $50.8 million and $2.1 million for the third quarters of 2021 and 2020, respectively. The increase was primarily due to an increase in variable marketing expenses based on higher origination volume.

Marketing expense was $105.4 million and $43.0 million for the first nine months of 2021 and 2020, respectively, an increase of 145%. The increase was primarily due to an increase in variable marketing expenses based on higher origination volume.

Equipment and software expense was $10.3 million and $9.3 million for the third and second quarters of 2021, respectively, an increase of 11%. The increase was primarily due to an increase in technology support and maintenance and expenses associated with the integration of Radius.

Equipment and software expense was $10.3 million and $6.4 million for the third quarters of 2021 and 2020, respectively, an increase of 60%. The increase was primarily due to an increase in expenses associated with the integration of Radius.

Equipment and software expense was $27.5 million and $20.9 million for the first nine months of 2021 and 2020, respectively, an increase of 31%. The increase was primarily due to an increase in expenses associated with the integration of Radius, partially offset by one-time expenses in the first nine months of 2020 resulting from COVID-19.

Occupancy expense remained relatively flat at $6.5 million and $6.2 million for the third and second quarters of 2021, respectively.

Occupancy expense remained relatively flat at $6.5 million for the third quarters of 2021 and 2020.

Occupancy expense was $19.5 million and $22.2 million for the first nine months of 2021 and 2020, respectively, a decrease of 12%. The decrease was primarily due to lease impairment expenses in the second quarter of 2020 resulting from the impact of COVID-19.

Depreciation and amortization expense was $10.5 million and $11.5 million for the third and second quarters of 2021, respectively, a decrease of 8%. The decrease was primarily due to an increase in fully depreciated assets, partially offset by an increase in the amortization of intangible assets resulting from the acquisition of Radius.

Depreciation and amortization expense was $10.5 million and $12.3 million for the third quarters of 2021 and 2020, respectively, a decrease of 15%. The decrease was primarily due to an increase in fully depreciated assets, partially offset by an increase in the amortization of intangible assets resulting from the acquisition of Radius.

Depreciation and amortization expense was $33.8 million and $41.8 million for the first nine months of 2021 and 2020, respectively, a decrease of 19%. The decrease was primarily due to an increase in fully depreciated assets, partially offset by an increase in the amortization of intangible assets resulting from the acquisition of Radius.

100

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Professional services remained relatively flat at $11.8 million and $11.5 million for the third and second quarters of 2021, respectively.

Professional services were $11.8 million and $8.8 million for the third quarters of 2021 and 2020, respectively, an increase of 33%. The increase was primarily due to a $2.5 million increase in professional fees associated with the acquisition of Radius.

Professional services were $34.9 million and $32.7 million for the first nine months of 2021 and 2020, respectively, an increase of 7%. The increase was primarily due to an increase in professional fees associated with the acquisition of Radius.

Income Taxes

For the third quarter of 2021, we recorded an income tax expense of $2.7 million primarily related to income tax expense for state jurisdictions that limit net operating loss utilization. For the first nine months of 2021, we recorded an income tax expense of $0.1 million primarily related to income tax expense for state jurisdictions that limit net operating loss utilization, partially offset by changes in the deferred tax asset valuation allowance resulting from a deferred tax liability assumed with the acquisition of Radius. For the third quarter and first nine months of 2020, we recorded an income tax expense (benefit) of $(0.1) million and $0.2 million, respectively, primarily attributable to the tax effects of other comprehensive income associated with our available for sale portfolio.

We continue to recognize a full valuation allowance against net deferred tax assets. This determination was based on the assessment of the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the future realization of all or some portion of these deferred tax assets. Changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions are recorded as current period income tax expense.

Segment Information

LendingClub Bank

LendingClub Corporation (Parent Only)

101

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

purchase and sale of loans prior to February 1, 2021 and ongoing issuances of education and patient finance loans that are originated by banking partners.

Financial information for the segments is presented in the following tables:


	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Total
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2021		2020		2021		2020		2021		2020		2021		2020
Non-interest income:
Marketplace revenue	$	151,109	$	—	$	23,447	$	54,635	$	—	$	—	$	174,556	$	54,635
Other non-interest income	25,393		—		4,140		3,115		(23,211)		—		6,322		3,115
Total non-interest income	176,502		—		27,587		57,750		(23,211)		—		180,878		57,750

Interest income:
Interest income	64,606		—		18,254		46,773		—		—		82,860		46,773
Interest expense	(2,270)		—		(15,302)		(33,479)		—		—		(17,572)		(33,479)
Net interest income	62,336		—		2,952		13,294		—		—		65,288		13,294

Total net revenue	238,838		—		30,539		71,044		(23,211)		—		246,166		71,044

(Provision for) reversal of credit losses	(38,019)		—		495		3,669		—		—		(37,524)		3,669
Non-interest expense	(161,101)		—		(40,885)		(109,112)		23,211		—		(178,775)		(109,112)
Income (Loss) before income tax benefit (expense)	39,718		—		(9,851)		(34,399)		—		—		29,867		(34,399)
Income tax benefit (expense)	(4,670)		—		12,607		74		(10,619)		—		(2,682)		74
Consolidated net income (loss)	$	35,048	$	—	$	2,756	$	(34,325)	$	(10,619)	$	—	$	27,185	$	(34,325)

102

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)


	LendingClub Bank				LendingClub Corporation (Parent only)				Intercompany Eliminations				Total
	Eight Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020		2021		2020		2021		2020
Non-interest income:
Marketplace revenue	$	315,885	$	—	$	92,133	$	175,993	$	—	$	—	$	408,018	$	175,993
Other non-interest income	73,433		—		12,519		10,166		(67,282)		—		18,670		10,166
Total non-interest income	389,318		—		104,652		186,159		(67,282)		—		426,688		186,159

Interest income:
Interest income	127,429		—		67,748		176,744		—		—		195,177		176,744
Interest expense	(5,489)		—		(59,989)		(120,315)		—		—		(65,478)		(120,315)
Net interest income	121,940		—		7,759		56,429		—		—		129,699		56,429

Total net revenue	511,258		—		112,411		242,588		(67,282)		—		556,387		242,588

(Provision for) reversal of credit losses	(96,938)		—		3,287		(3,800)		—		—		(93,651)		(3,800)
Non-interest expense	(374,782)		—		(165,666)		(399,426)		67,282		—		(473,166)		(399,426)
Income (Loss) before income tax benefit (expense)	39,538		—		(49,968)		(160,638)		—		—		(10,430)		(160,638)
Income tax benefit (expense)	7,866		—		23,821		(245)		(31,785)		—		(98)		(245)
Consolidated net income (loss)	$	47,404	$	—	$	(26,147)	$	(160,883)	$	(31,785)	$	—	$	(10,528)	$	(160,883)

The Company integrated its business acquisition of Radius into its reportable segments in the first quarter of 2021. As the Company’s reportable segments are based on legal organizational structure and LendingClub Bank was formed upon the acquisition, an analysis of the Company’s results of operations and material trends for the third quarter and first nine months of 2021 compared to the third quarter and first nine months of 2020 is provided on a consolidated basis in “ Results of Operations .”

Supervision and Regulatory Environment

We are regularly subject to claims, individual and class action lawsuits, lawsuits alleging regulatory violations, government (including state agencies) and regulatory exams, investigations, inquiries or requests, and other proceedings. The number and significance of these claims, lawsuits, exams, investigations, inquiries, requests and proceedings have been increasing in part because our business expanded in scope and geographic reach, and our products and services increased in complexity. At this time, the Company is not able to project the impact of becoming a bank holding company operating a national bank on the number or significance of such matters.

State Inquiries and Licensing

We have historically conducted business through nonbank entities, some of which maintain or maintained various financial services licenses in numerous jurisdictions. Much of our business activity is now conducted through the Bank pursuant to the laws applicable to national banks and accordingly our nonbank entities have returned, and are continuing to return, certain state financial services licenses. Nevertheless, even after state financial services licenses are returned, we may continue to be subject to the regulation, supervision and enforcement of various state regulatory authorities with respect to the legacy or residual activities. Furthermore, our nonbank entities continue to

103

LENDINGCLUB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

maintain certain state licenses, which continue to subject us to the regulation, supervision and enforcement of some state regulatory authorities.

We are subject to examination by the New York Department of Financial Services (NYDFS) and regulators in other states with respect to the period prior to our acquisition of Radius and becoming a bank holding company operating a national bank. These exams have included the application of state usury rates and lending arrangements where a bank or other third party has made a loan and then sells and assigns it to an entity that is engaged in assisting with the origination or servicing of a loan. For example, in July 2018, the NYDFS issued an Online Lending Report (Lending Report). The Lending Report included, among other things, an analysis of the online lenders operating in New York including their methods of operations, lending practices, interest rates and costs, products offered and complaints and investigations relating to online lenders. The Lending Report also included information and recommendations regarding protecting New York’s markets and consumers. Although the Lending Report noted that the rapid growth of online lending demonstrates there is value to new technologies that allow financial institutions to connect with borrowers in new ways, it noted that in many cases an online lender is the “true lender” and that lending in New York, whether through banks, credit unions or online lenders, should be subject to applicable usury limits. We have periodically had discussions with various regulatory agencies regarding our historical business model and engaged in similar discussions with the NYDFS and other regulators. During the course of such discussions, we decided to voluntarily comply with certain rules and regulations while we were not a bank holding company operating a national bank.

Prior to discontinuing the offer and sale of Retail Notes in December 2020, the Company undertook a review of its portfolio of licenses and had discussions with regulators in Texas, Arizona, New York, Florida and North Dakota concerning the registrations required for the Company’s issuance of Retail Notes to investors in these states and applied for registrations in these states to facilitate these operations. The Company had discussions with certain of these regulators to resolve concerns regarding the Company’s historical licensing/registration status in connection with Retail Notes issued and reached resolutions with Texas, Arizona and North Dakota to resolve their concerns, the outcome of which is not material to the Company’s operations or financial position. The Company is not able to predict with certainty the timing, outcome, or consequence of discussions, with the remaining states, including in relation to whether and how any concerns those states have will be resolved. Discussions with these remaining states could result in fines or other penalties, which are not expected to have a material adverse impact on the Company’s operations or results of operations.

Regulatory Actions Taken in Relation to COVID-19

Regulators and government officials at the federal government level and in states across the country have issued orders, passed laws or otherwise issued guidance in connection with COVID-19. Some of these orders and laws have placed restrictions on debt collection activity, all or certain types of communications with delinquent borrowers or others, required that borrowers be allowed to defer payments on outstanding debt, govern credit reporting and the use of credit reporting, and placed certain restrictions and requirements on operations in the workplace. We have taken steps to monitor regulatory developments relating to COVID-19 and to comply with orders and laws applicable to our business. Given the ongoing nature of the pandemic, it is possible that additional orders, laws, or regulatory guidance may still be issued. The Company is not able to predict the extent of the impact on its business from any regulatory activity relating to or resulting from COVID-19.

Consequences

If we are found to not have complied with applicable laws, regulations or requirements, we could: (i) lose one or more of our licenses or authorizations, (ii) become subject to a consent order or administrative enforcement action, (iii) face lawsuits (including class action lawsuits), sanctions, penalties, or other monetary losses due to judgments, orders, or settlements, (iv) be in breach of certain contracts, which may void or cancel such contracts, (v) decide or

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

be compelled to modify or suspend certain of our business practices, (vi) be unable to execute on certain Company initiatives, or (vii) be required to obtain a license in such jurisdiction, which may have an adverse effect on our ability to operate and/or evolve our lending marketplace and other products and/or services; any of which may harm our business or financial results.

See “ Part I – Item 1. Business – Regulation and Supervision, ” “ Part I – Item 1A. Risk Factors – Risks Related to Regulation, Supervision and Compliance, ” and “ Part I – Item 1A. Risk Factors – Risks Related to Operating Our Business” in our Annual Report for further discussion regarding our supervision and regulatory environment.

Capital Management

The prudent management of capital is fundamental to the successful achievement of our business initiatives. We actively manage capital through a process that continuously assesses and monitors the Company’s overall capital adequacy. Our objective is to maintain capital at an amount commensurate with our risk profile and risk tolerance objectives, and to meet both regulatory and market expectations.

The formation of the Bank as a nationally chartered association and the organization of the Company as a bank holding company subjects us to various capital adequacy guidelines issued by the OCC and the FRB, including the requirement to maintain regulatory capital ratios in accordance with the Basel Committee on Banking Supervision standardized approach for U.S. banking organizations (U.S. Basel III). As a U.S. Basel III standardized approach institution, we selected the one-time election to opt-out of the requirements to include all the components of accumulated other comprehensive income included in common stockholder’s equity. The minimum capital requirements under the U.S. Basel III capital framework are: a common equity Tier 1 (CET1) risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a Tier 1 leverage ratio of 4.0%. Additionally, a capital conservation buffer (CCB) of 2.5% must be maintained above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases, and certain discretionary bonus payments.

The following table summarizes the Bank’s regulatory capital amounts and ratios at September 30, 2021 (in millions):


	LendingClub Bank				Required Minimum plus Required CCB for Non-Leverage Ratios
September 30, 2021	Amount		Ratio
CET1 capital	$	453.5	18.0	%	7.0	%
Tier 1 capital	$	453.5	18.0	%	8.5	%
Total capital	$	485.4	19.3	%	10.5	%
Tier 1 leverage	$	453.5	14.1	%	4.0	%
Risk-weighted assets	$	2,514.0	N/A		N/A
Quarterly adjusted average assets	$	3,223.9	N/A		N/A

N/A – Not applicable

In addition to these guidelines, the banking regulators may require a banking organization to maintain capital at levels higher than the minimum ratios prescribed under the U.S. Basel III capital framework. In this regard, and unless otherwise directed by the FRB and the OCC, we have made commitments for the Company and the Bank (for a minimum of three years following its formation) to maintain a CET1 risk-based capital ratio of 11.0%, a Tier 1 risk-based capital ratio above 11.0%, a total risk-based capital ratio above 13.0%, and a Tier 1 leverage ratio of 11.0%. For further information on the U.S. Basel III framework, see “ Part I – Item 1. Business – Regulation and Supervision – Regulatory Capital Requirements and Prompt Corrective Action ” in our Annual Report.

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(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

The following table presents the regulatory capital and ratios of the Company as of September 30, 2021 (in millions):


	LendingClub				Required Minimum plus Required CCB for Non-Leverage Ratios
September 30, 2021	Amount		Ratio
CET1 capital	$	656.2	22.8	%	7.0	%
Tier 1 capital	$	656.2	22.8	%	8.5	%
Total capital	$	708.2	24.6	%	10.5	%
Tier 1 leverage	$	656.2	16.2	%	4.0	%
Risk-weighted assets	$	2,881.1	N/A		N/A
Quarterly adjusted average assets	$	4,049.8	N/A		N/A

N/A – Not applicable

In response to the COVID-19 pandemic, the FRB, OCC, and FDIC adopted a final rule related to the regulatory capital treatment of the allowance for credit losses under CECL. This rule allowed electing banking organizations to delay the estimated impact of CECL on regulatory capital through 2021, followed by a three-year transition period ending January 1, 2025 to phase-in the aggregate amount of capital benefit provided by the delay. The Company has elected this relief. At September 30, 2021, $24.2 million of this capital benefit was applied to the computation of CET1 capital.

Liquidity

We manage liquidity to meet our cash flow and collateral obligations in a timely manner at a reasonable cost. We must maintain operating liquidity to meet our expected daily and forecasted cash flow requirements, as well as contingent liquidity to meet unexpected funding requirements.

As our primary business at the Bank involves taking deposits and making loans, a key role of liquidity management is to ensure that customers have timely access to funds from deposits and for loans. Liquidity management also involves maintaining sufficient liquidity to repay wholesale borrowings, pay operating expenses and support extraordinary funding requirements when necessary.

LendingClub Bank Liquidity

The primary sources of Bank short-term liquidity include cash; unencumbered available-for-sale debt securities; and unused borrowing capacity with the Federal Home Loan Bank (FHLB). The Bank also relies on our stable and low-cost deposit base to generate liquidity over time. The primary uses of Bank liquidity include withdrawals and maturities of deposits; payment of interest on deposits; and funding of loans and securities purchases.

As of September 30, 2021, cash and cash equivalents at the Bank were $825.5 million and deposits were $2.9 billion. Outstanding PPPLF borrowings were $391.9 million at September 30, 2021 and are collateralized by SBA PPP loans originated by the Company. In addition, the Bank has available Federal Home Loan Bank of Des Moines secured borrowing capacity totaling $169.8 million. The Bank also has secured borrowing capacity available under the FRB Discount Window totaling $179.8 million.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

LendingClub Holding Company Liquidity

The primary source of liquidity at the holding company is $100.8 million in cash and cash equivalents as of September 30, 2021. Additionally, the holding company has the ability to access the capital markets through additional registrations and public equity offerings.

Uses of cash at the holding company include the routine cash flow requirements as a bank holding company, such as interest and expenses; the needs of subsidiaries for additional equity and, as required, its need for debt financing; and support for extraordinary funding requirements when necessary.

Factors Impacting Liquidity

The Company’s liquidity could be adversely impacted by deteriorating financial and market conditions, the inability or unwillingness of a creditor to provide funding, an idiosyncratic event (e.g., a major loss, causing a perceived or actual deterioration in its financial condition), an adverse systemic event (e.g., default or bankruptcy of a significant capital markets participant), or others.

We believe, based on our projections, that our cash on hand, securities available for sale, available funds, and cash flow from operations is sufficient to meet our liquidity needs for the next twelve months. See “ Item 1. Financial Statements – Condensed Consolidated Statements of Cash Flows ” for additional detail regarding our cash flows.

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(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Market Risk

Market risk represents the risk of potential losses arising from changes in interest rates, foreign exchange rates, equity prices, commodity prices, and/or other relevant market rates or prices. The primary market risk to which we are exposed is interest rate risk. Interest rate risk arises from financial instruments including loans, securities and borrowings, all entered into for purposes other than trading.

Our net interest income is affected by changes in the level of interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, and the level and composition of deposits and liabilities.

Interest Rate Sensitivity

LendingClub Bank

We measure interest rate sensitivity as the change in fair value of certain assets and liabilities due to a hypothetical change in interest rates. Loans held for investment at LendingClub Bank are funded primarily through our deposit base, and the majority of loans on the Bank’s balance sheet, at any point in time, are retained in the held-for-investment portfolio and accounted for at amortized cost. As a result, the primary component of interest rate risk on our financial instruments at the Bank arises from the impact of fluctuations in loan and deposit rates on our net interest income. Therefore, we measure this sensitivity by assessing the impact of hypothetical changes in interest rates on our net interest income results.

The following table presents the change in projected net interest income for the next twelve months due to a hypothetical instantaneous parallel change in interest rates relative to current rates as of September 30, 2021:



	September 30, 2021
200 basis point increase	3.6	%
100 basis point decrease	(0.5)	%

As the above table illustrates, our balance sheet is asset-sensitive; net interest income would benefit from an increase in interest rates, while a decline in interest rates would result in a decrease in net interest income.

The following table presents the maturities of loans and leases held for investment as of September 30, 2021:


	Due in 1 Year or Less		Due After 1 Year Through 5 Years		Due After 5 Years Through 15 Years		September 30, 2021
Unsecured personal	$	—	$	1,258,279	$	—	$	1,258,279
Residential mortgages	1,285		2,324		137,591		141,200
Secured consumer	—		21,175		293,364		314,539
Other consumer	1,220		—		—		1,220
Total consumer loans held for investment	2,505		1,281,778		430,955		1,715,238
Equipment finance	13,257		111,103		33,097		157,457
Commercial real estate	27,497		68,936		219,702		316,135
Commercial and industrial	86,403		323,043		109,716		519,162
Total commercial loans and leases held for investment	127,157		503,082		362,515		992,754
Total loans and leases held for investment	$	129,662	$	1,784,860	$	793,470	$	2,707,992
Loans and leases due after one year at fixed interest rates	$	—	$	1,727,322	$	387,265	$	2,114,587
Loans and leases due after one year at variable interest rates	$	—	$	57,538	$	406,204	$	463,742

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

For the weighted-average yields on the Company’s securities available for sale portfolio, see “ Notes to Condensed Consolidated Financial Statements – Note 5. Securities Available for Sale. ”

LendingClub Holding Company

At the holding company level, we continue to measure interest rate sensitivity by evaluating the change in fair value of certain assets and liabilities due to a hypothetical change in interest rates. Principal payments on our loans held for investment continue to reduce the outstanding balance of this portfolio, and, as a result, the fair value impact from changes in interest rates continues to diminish. For additional detail regarding interest rate sensitivity on our legacy loan portfolio as well as our securities available for sale, servicing asset, and borrowings, see “ Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk ” in our Annual Report.

Contingencies

For a comprehensive discussion of contingencies as of September 30, 2021, see “ Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 18. Commitments and Contingencies. ”

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

Supplemental Financial Information

The following table is provided to delineate between the assets and liabilities belonging to our member payment dependent self-directed retail program (Retail Program) note holders and certain VIEs that we are required to consolidate in accordance with GAAP. Such assets are not legally ours and the associated liabilities are payable only from the cash flows generated by those assets (i.e. Pass-throughs). As such, these debt holders do not have a secured interest in any other assets of LendingClub. We believe this is a useful measure because it illustrates the overall financial stability and operating leverage of the Company.


	September 30, 2021								December 31, 2020
	Retail Program (1)		Consolidated VIEs (2)(4)		All Other LendingClub (3)		Condensed Consolidated Balance Sheet		Retail Program (1)		Consolidated VIEs (2)(4)		All Other LendingClub (3)		Condensed Consolidated Balance Sheet
Assets
Total cash and cash equivalents	$	—	$	—	$	862,151	$	862,151	$	—	$	—	$	524,963	$	524,963
Restricted cash	—		12,537		65,040		77,577		—		13,473		90,049		103,522
Securities available for sale at fair value	—		—		274,930		274,930		—		—		142,226		142,226
Loans held for sale at fair value (4)	—		52,175		99,985		152,160		—		92,802		29,100		121,902
Loans and leases held for investment, net	—		—		2,603,256		2,603,256		—		—		—		—
Retail and certificate loans held for investment at fair value	283,153		15,388		—		298,541		584,066		52,620		—		636,686
Other loans held for investment at fair value (4)	—		24,333		2,896		27,229		—		46,120		3,834		49,954
Property, equipment and software, net	—		—		96,073		96,073		—		—		96,641		96,641
Goodwill	—		—		75,717		75,717		—		—		—		—
Other assets	1,761		491		280,874		283,126		3,797		1,134		182,468		187,399
Total assets	$	284,914	$	104,924	$	4,360,922	$	4,750,760	$	587,863	$	206,149	$	1,069,281	$	1,863,293
Liabilities and Equity
Total deposits	$	—	$	—	$	2,838,719	$	2,838,719	$	—	$	—	$	—	$	—
Short-term borrowings	—		—		46,110		46,110		—		—		104,989		104,989
Advances from PPPLF	—		—		391,945		391,945		—		—		—		—
Retail notes, certificates and secured borrowings at fair value	283,153		15,388		—		298,541		584,066		52,620		88		636,774
Payable on Structured Program borrowings (4)	—		89,252		—		89,252		—		152,808		—		152,808
Other long-term debt	—		—		15,563		15,563		—		—		—		—
Other liabilities	1,761		284		263,795		265,840		3,797		721		240,033		244,551
Total liabilities	284,914		104,924		3,556,132		3,945,970		587,863		206,149		345,110		1,139,122
Total equity	—		—		804,790		804,790		—		—		724,171		724,171
Total liabilities and equity	$	284,914	$	104,924	$	4,360,922	$	4,750,760	$	587,863	$	206,149	$	1,069,281	$	1,863,293

(1) Represents loans held for investment at fair value that are funded directly by our Retail Program notes. The liabilities are only payable from the cash flows generated by the associated assets. We do not assume principal or interest rate risk on loans facilitated through our lending marketplace that are funded by our Retail Program because loan balances, interest rates and maturities are matched and offset by an equal balance of notes with the exact same interest rates and maturities. We do not retain any economic interests from our Retail Program. Interest expense on Retail Program notes of $44.5 million and $77.2 million was equally matched and offset by interest income from the related loans of $44.5 million and $77.2 million for the first nine months of 2021 and 2020, respectively, resulting in no net effect on our net interest income.

(2) Represents assets and equal and offsetting liabilities of certain VIEs that we are required to consolidate in

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(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

accordance with GAAP, but which are not legally ours. The liabilities are only payable from the cash flows generated by the associated assets. The creditors of the VIEs have no recourse to the general credit of the Company. Interest expense on these liabilities owned by third parties of $11.9 million and $106.4 million was equally matched and offset by interest income on the loans of $11.9 million and $106.4 million for the first nine months of 2021 and 2020, respectively, resulting in no net effect on our net interest income. Economic interests held by LendingClub, including retained interests, residuals and equity of the VIEs, are reflected in “Loans held for sale at fair value,” “Other loans held for investment at fair value” and “Restricted cash,” respectively, within the “All Other LendingClub” column.

(3) Represents all other assets and liabilities of LendingClub, other than those related to our Retail Program and certain consolidated VIEs, but includes any economic interests held by LendingClub, including retained interests, residuals and equity of those consolidated VIEs.

(4) The Company has sponsored Structured Program transactions that have been consolidated, resulting in an increase to “Other loans held for investment at fair value,” “Loans held for sale at fair value” and the related “Payable on Structured Program borrowings.” See “ Notes to Condensed Consolidated Financial Statements – Note 13. Short-term Borrowings and Long-term Debt ” for additional information.

Critical Accounting Estimates

Certain of the Company’s accounting policies that involve a higher degree of judgment and complexity are discussed in “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates ” in our Annual Report. There have been no significant changes to these critical accounting estimates during the first nine months of 2021, except as noted below.

Allowance for Expected Credit Losses

We reserve for expected credit losses on our loan and lease portfolio through the allowance for loan and lease losses (ALLL) and for expected credit losses in our unfunded lending commitments through other liabilities. Collectively, the ALLL and reserves for expected credit losses in unfunded lending commitments are referred to as the allowance for credit losses (ACL). Changes in the ACL are reflected in net income through provision for credit losses. Changes in the credit risk profile of our loans and leases result in changes in provision expense with a resulting change, net of charge-offs and recoveries, in the ACL balance.

The ACL represents our estimate of expected lifetime credit losses over the contractual life of the loan and lease portfolios and on the unfunded lending commitments. Our determination of the ACL is based on periodic evaluation of the loan and lease portfolios and unfunded lending commitments that are not unconditionally cancellable considering a number of relevant underlying factors, including key assumptions and evaluation of quantitative and qualitative information. Estimates of expected future loan and lease losses are determined by using statistical models and management’s judgement. The models are designed to forecast probability of default, exposure at default and loss given default by correlating certain macroeconomic forecast data to historical experience. The models are generally applied at the portfolio level to pools of loans with similar risk characteristics. The macroeconomic data used in the models is based on forecasted variables for the reasonable and supportable period of two years. Beyond this forecast period the models gradually revert to long-term historical loss conditions over a one year period. Expected losses are estimated through contractual maturity, giving appropriate consideration to estimated prepayments unless the borrower has a right to renew that is not cancellable or it is reasonably expected that the loan will be modified as a TDR.

A qualitative allowance which incorporates management’s judgement is also included in the estimation of expected future loan and lease losses, including qualitative adjustments in circumstances where the model output is inconsistent with management’s expectations with respect to expected credit losses. This allowance is used to adjust for limitations in modeled results related to the current economic conditions and capture risks in the portfolio such

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Thousands, Except Share and Per Share Data and Ratios, or as Noted)

as considerations with respect to the impact of current economic events, the outcomes of which are uncertain. These events may include, but are not limited to, political conditions, legislation that may directly or indirectly affect the banking industry and economic conditions affecting specific geographical areas and industries in which the Company conducts business.

Loans and leases that do not share common risk characteristics and significant loans that are considered collateral-dependent are individually evaluated. For these loans, the ALLL is determined through review of data specific to the borrower and related collateral, if any. For TDRs, default expectations and estimated prepayment speeds that are specific to each of the restructured loan populations are incorporated in the determination of the ALLL. The evaluation of quantitative and qualitative information is performed through assessments of groups of assets that share similar risk characteristics and certain individual loans and leases that do not share similar risk characteristics with the collective group. Loans are grouped generally by product type and significant loan portfolios are assessed for credit losses using statistical models. The evaluation process is inherently imprecise and subjective as it requires significant management judgment based on underlying factors that are susceptible to change, sometimes materially and rapidly.

The methodology used to determine an estimate for the reserve for unfunded commitments is similar to that used to determine the funded component of the ALLL and is measured over the period there is a contractual obligation to extend credit that is not unconditionally cancellable. The reserve for unfunded commitments is adjusted for factors specific to binding commitments, including the probability of funding and exposure at default. A detailed discussion of the methodology used in determining the ACL is included in “ Note 1. Summary of Significant Accounting Policies .”

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a comprehensive discussion regarding quantitative and qualitative disclosures about market risk, see “ Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk. ”

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2021. As

permitted by SEC guidance for newly acquired businesses, this evaluation did not include an assessment of those

disclosure controls and procedures that are subsumed by, and did not include an assessment of internal control over

financial reporting as it relates to Radius which was acquired on February 1, 2021. In designing and evaluating its disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance, not absolute assurance, of achieving the desired control objectives, and is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures as of September 30, 2021, were designed and functioned effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities and Exchange Act of 1934, as amended, is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Except as described below, no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the third quarter of 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

As part of our ongoing integration of Radius, we are continuing to incorporate Radius into our enterprise controls and procedures and to augment our enterprise-wide controls to reflect the risks inherent in this acquisition. See “ Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 2. Business Acquisition” for detail regarding the significance of the acquisition of Radius to the Company’s Condensed Consolidated Financial Statements.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a comprehensive discussion of legal proceedings, see “ Part I. Financial Information – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 18. Commitments and Contingencies – Legal, ” which is incorporated herein by reference.

Item 1A. Risk Factors

The risks described in “ Part I – Item 1A. Risk Factors ” in our Annual Report, could materially and adversely affect our business, financial condition, operating results and prospects, and the trading price of our common stock could decline. While we believe the risks and uncertainties described therein include all material risks currently known by

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us, it is possible that these may not be the only ones we face. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. The Risk Factors section of our Annual Report remains current in all material respects.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Index

The exhibits noted in the accompanying Exhibit Index are filed or incorporated by reference as a part of this Report and such Exhibit Index is incorporated herein by reference.

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Filed Herewith

3.1

Restated Certificate of Incorporation of LendingClub Corporation

8-K

000-54752

3.1

December 16, 2014

3.2

Certificate of Amendment of Restated Certificate of Incorporation of LendingClub Corporation, effective July 5, 2019

10-Q

001-36771

3.1

August 7, 2019

3.3

Amended and Restated Bylaws of the Company, effective March 22, 2018

8-K/A

001-36771

3.1

June 22, 2018

10.1

Non-Employee Director Compensation Policy

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document‡

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

‡ The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LENDINGCLUB CORPORATION

(Registrant)

Date:

November 3, 2021

/s/ SCOTT SANBORN

Scott Sanborn

Chief Executive Officer

Date:

November 3, 2021

/s/ THOMAS W. CASEY

Thomas W. Casey

Chief Financial Officer

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TABLE OF CONTENTS

Part I Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Restated Certificate of Incorporation of LendingClub Corporation 8-K 000-54752 3.1 December 16, 2014 3.2 Certificate of Amendment of Restated Certificate of Incorporation of LendingClub Corporation, effective July 5, 2019 10-Q 001-36771 3.1 August 7, 2019 3.3 Amended and Restated Bylaws of the Company, effective March 22, 2018 8-K/A 001-36771 3.1 June 22, 2018 10.1 Non-Employee Director Compensation Policy 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

LC 10-Q Quarter ended Sept. 30, 2021

Exhibits