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Running head: SOCIAL ENGINEERING1
SOCIAL ENGINEERING 6
As a hacker, the most successful use case is to target human
error as a potential link to data breaches. Social engineering
threats target psychological manipulation and human error and
manipulate them to identify sensitive data (Krombholz et al.,
2015). It can convince users to breach security measures that an
attacker can access. Poor cyber security culture is one of the
best ways to launch an attack. Social engineering can be
implemented in a variety of ways, including whaling,
spearfishing, sight checking, and traditional fishing (Hartfield
& Loukas, 2015). The reason I use phishing is that I can
successfully use social networks, SMS, email and other forms of
phishing to get information for personal purposes.
The best way to do business is with microfinance.
Although security systems are complex, social engineering can
guarantee successful fraud. The first thing to do is to manage
employee phishing which could affect access to large amounts
of data. A new employee is a good goal with a few safety
precautions. For example, it checks the name and contact
number of their name tags. After that, the next step is to
develop an email equivalent to the main business email. Sending
a computer email wherever you need to install a newly needed
patch update is an appropriate way to launch an attack
(Krombholz et al., 2015). This email is called "Security Update
for Windows 7 / 8.1, 8, and 10". The employee replied to a false
e-mail indicating his real e-mail address. To get the data
successfully, you need a cloned website.
Another way is to search the names of employees
working in the company's marketing department and access the
latest project accounts. Duplicate stolen invoices can be emailed
to employees, requiring them to enter a password to unlock the
document. Credentials will help you access your corporate
network before you know it. This fishing method is effective
because the higher the probability of obtaining information, the
higher the number of targets. All details are recorded and stored
on the cloning site.
After a while, I sent an email to sign up for work
services to improve my account security. Look for reliable
sources, like the new email management center. If they agree,
they can submit login information to my database. The most
important information is your username, password, personal
identification number (PIN), personal details, credit card details
and most recent transaction details.
Targets can be listed through the antivirus you are
using. It is important to use DNS spyware to ensure the success
of e-phishing campaigns (Fernan et al., 2019). This process
helps determine the protection of the malware involved. The
next step is to install antivirus software on the virtual machine.
This is done before sending an email. Although it has the same
version as the antivirus software used, it is not reliable.
Common free antivirus software does not run VM antivirus
software. Therefore, the possibility should be checked before
reaching the email recipient. In the process, I can buy real
certificates for binary-dependent targets.
After accessing the employee’s credentials, it is
possible to log in as support staff. Changing the IP address to
match the location of the micro-finance would be necessary to
hinder digital forensics from tracking the remote computer. The
next stage is to collect useful customer data, such as bank
account details: emails, account numbers, names, residence, and
contact details. The hacking tries to minimize the capabilities of
the real bank account owner to give commands.
The website can be made to look legitimate and ask for
more information regarding the credit card “authenticity check”
(Heartfield & Loukas, 2015). Moreover, it should have a tricky
link requesting them to download antivirus for their devices.
The download of the actual virus will enable the stealing of
more data from their computers. Phishing takes advantage of all
weaknesses in both security and software. However, it involves
convincing, which must be included in drafting the emails. The
email should have a deadline for clicking the links to the
malicious website. They should also state the consequences of
not taking the recommended action – this will lure them into
logging in and revealing details.
The stolen emails, credit card details, and account
numbers can be useful for account takeover. For instance, an
email address would help me act as the owner and gain access to
the deposited cash. It also facilitates changing of
communication such as alerts, which helps to keep the victim
unaware of account activities. Moreover, social engineering can
help in making the account owners transfer the money
themselves (Krombholz et al., 2015). I can pretend to be a
senior bank officer with knowledge of the account information
to gain trust. Telephone phishing can trick them into making
security changes or authorizing a pending payment.
Wire transfer is an interbank fund transfer that I can use
to steal money from the users. The authorization key can be sent
by the customer to the fake website as they confuse it with
password reset codes. Prior research of countries with lax
banking regulations will be made, then connect with a trusted
person in the country. The person should ensure that they target
new tellers or non-experienced bank workers through social
engineering. Such a person can be the weakest point to
authorize a withdrawal since wire transfer takes several days to
mature (Peng et al., 2016). Another way of making huge
withdrawals include bribing some corrupt officers. If the
victims realize they can cancel the transaction, and the micro-
finance will incur losses.
To conclude, social engineering is conducted by
tricking individuals into sharing details willingly. This data can
be used to commit social engineering fraud, wire transfer,
account take over, and other fraudulent activities. Targeting
micro-finance employees provides the most vulnerable point of
achieving information. Moreover, phishing through sending
malicious emails impersonating corporate leaders can trick
employees into sharing their login data. The access of accounts
can help to steal bank details, credit card information, PINs,
passwords, and other information. More social engineering
through phone phishing can be used to convince clients and
workers.
References
Farnan, O., Wright, J., & Darer, A. (2019, May). Analysing
Censorship Circumvention with VPNs via DNS Cache
Snooping. In 2019 IEEE Security and Privacy Workshops
(SPW) (pp. 205-211). IEEE.
Heartfield, R., & Loukas, G. (2015). A taxonomy of attacks and
a survey of defence mechanisms for semantic social engineering
attacks. ACM Computing Surveys (CSUR), 48(3), 1-39.
Krombholz, K., Hobel, H., Huber, M., & Weippl, E. (2015).
Advanced social engineering attacks. Journal of Information
Security and applications, 22, 113-122.
Peng, W., Jiguo, S., Shiqing, Z., & Gang, W. (2016). Control of
wire transfer behaviors in hot wire laser welding. The
International Journal of Advanced Manufacturing
Technology, 83(9-12), 2091-2100.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
or
For the fiscal year ended December 31, 2019
Commission File Number: 001-36771
(415) 632-5600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ý No ¨
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ¨ No ý
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 ý 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 ý No ¨
Section 1: 10-K (10-K)
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934
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, CA 94105
(Address of principal executive offices and zip code)
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 is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
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.
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. o
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes ☐ No
☒
The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant as of
June 30, 2019, the last
business day of the registrant’s most recently completed second
fiscal quarter, was $1,091,456,815 based on the closing price
reported for
such date on the New York Stock Exchange. Shares of the
registrant’s common stock held by each executive officer,
director and holder of
10% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates.
This calculation does
not reflect a determination that certain persons are affiliates of
the registrant for any other purpose.
As of February 14, 2020, there were 88,911,078 shares of the
registrant’s common stock outstanding.
Documents Incorporated by Reference
Portions of the registrant’s Definitive Proxy Statement for the
Registrant’s 2020 Annual Meeting of Stockholders are
incorporated by
reference into Part III of this Annual Report on Form 10-K to
the extent stated herein. Such Definitive Proxy Statement will
be filed with the
Securities and Exchange Commission within 120 days after the
end of the registrant’s fiscal year ended December 31, 2019.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
LENDINGCLUB CORPORATION
Annual Report On Form 10-K
For Fiscal Year Ended December 31, 2019
TABLE OF CONTENTS
PART I 3
Item 1. Business 3
Item 1A. Risk Factors 19
Item 1B. Unresolved Staff Comments 48
Item 2. Properties 48
Item 3. Legal Proceedings 48
Item 4. Mine Safety Disclosures 48
PART II 49
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities 49
Item 6. Selected Financial Data 51
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations 53
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk 93
Item 8. Financial Statements and Supplementary Data 97
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 163
Item 9A. Controls and Procedures 163
Item 9B. Other Information 165
PART III 165
Item 10. Directors, Executive Officers and Corporate
Governance 165
Item 11. Executive Compensation 165
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder
Matters 165
Item 13. Certain Relationships and Related Transactions, and
Director Independence 165
Item 14. Principal Accountant Fees and Services 165
PART IV 166
Item 15. Exhibits and Financial Statement Schedule 166
Item 16. Form 10-K Summary 166
Exhibit Index 167
Signatures 170
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:
Forward-Looking Statements
This Annual Report on Form 10-K (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 our ability to obtain a bank charter
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:
1
• Various wholly-owned Delaware limited liability companies
established to enter into warehouse credit agreements with
certain
lenders for secured credit facilities.
• 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 senior and subordinated
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.
• Springstone Financial, LLC (Springstone), a wholly-owned
Delaware limited liability company that facilitates the
origination of
education and patient finance loans by third-party issuing
banks.
• our ability to attract and retain borrowers;
• the ability of borrowers to repay loans and the plans of
borrowers;
• our ability to maintain investor confidence in the operation of
our platform;
• the likelihood of investors to continue to, directly or
indirectly, invest through our platform;
• our ability to secure new or additional sources of investor
commitments for our platform;
• expected rates of return for investors;
• the effectiveness of our platform’s credit scoring models;
• our ability to innovate and the success of new product
initiatives;
• our ability to obtain or add bank functionality and a bank
charter;
• the impact on the business from obtaining or adding bank
functionality and a bank charter;
• our ability to resolve pending governmental inquiries and
private litigation, and the terms of such resolution(s);
• the use of our own capital to purchase loans;
• maintaining liquidity and capital availability to support
purchase of loans, contractual commitments and obligations
(including
repurchase obligations or other commitments to purchase loans),
regulatory obligations to fund loans, and general strategic
directives
(such as with respect to product testing or supporting our
Structured Program transactions, which include sponsoring
asset-backed
securitization transactions and Certificate Program
transactions), and to support marketplace equilibrium across our
platform;
• the impact of holding loans on and our ability to sell loans off
our balance sheet;
• transaction fees or other revenue we expect to recognize after
loans are issued by the issuing banks who originate loans
facilitated
through our platform;
• interest income on our loans invested in by the Company and
the negative fair value adjustments on associated loans;
LENDINGCLUB CORPORATION
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, as well as in our consolidated
financial
statements, related notes, and other information appearing
elsewhere in this Report and our other filings with the
Securities and Exchange
Commission, 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.
2
• 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;
• interest rate risk and credit performance associated with the
outstanding principal balance of loans and other securities and
their
impact to investor returns and demand for our products;
• the impact of new accounting standards;
• the impact of pending litigation and regulatory investigations
and inquiries;
• our compliance with applicable local, state and Federal laws,
regulations and regulatory developments or court decisions
affecting our
business;
• our compliance with contractual obligations or restrictions;
• investor, borrower, platform and loan performance-related
factors that may affect our revenue;
• the potential adoption rates and returns related to new
products and services;
• the potential impact of macro-economic developments that
could impact the credit performance of our loans, notes,
certificates and
secured borrowings, and influence borrower and investor
behavior;
• the effectiveness of our cost structure simplification efforts
and ability to control our cost structure;
• our ability to develop and maintain effective internal controls;
• our ability to recruit and retain quality employees to support
current operations and future growth;
• our ability to successfully relocate people and services;
• the impact of expense initiatives;
• our ability to manage and repay our indebtedness; and
• other risk factors listed from time to time in reports we file
with the SEC.
LENDINGCLUB CORPORATION
PART I
Item 1. Business
Introduction
LendingClub was incorporated in Delaware on October 2, 2006,
and is currently the largest provider of unsecured personal loans
in the US.
We operate America’s largest online lending marketplace
platform that connects borrowers and investors. LendingClub
provides tools that
help Americans save money on their path to financial health
through lower borrowing costs and a seamless, technology-
driven user
experience. Investors provide capital to enable the funding of
loans in exchange for earning competitive risk adjusted returns.
Our
marketplace enables efficient credit decisioning, pricing,
servicing and support operations. We operate fully online with
no traditional branch
infrastructure. Our vision is to expand our marketplace model
and support it with a bank charter, which we believe will be
both strategically
and financially accretive to the Company.
On February 18, 2020, the Company and Radius Bancorp, Inc.
(Radius) entered into an Agreement and Plan of Merger, by and
among the
Company, a wholly owned-subsidiary of the Company, and
Radius, pursuant to which the Company will acquire Radius and
thereby acquire
its wholly-owned subsidiary, Radius Bank (the Merger), in a
cash and stock transaction valued at $185 million (of which
$138.75 million is in
cash and $46.25 million is in stock), plus certain purchase price
and expense adjustments of up to $22 million. The closing of
the Merger is
subject to regulatory approval and other customary closing
conditions, which the Company anticipates can be completed
within 15 months, as
well as customary transaction costs. The Company believes that
acquiring Radius and operating with a national bank charter will
enhance
LendingClub’s ability to serve its members, grow its market
opportunity, increase and diversify revenue and earnings, and
provide both
funding resilience and regulatory clarity. With the talent,
infrastructure and capabilities Radius possesses, the Company
intends to enhance
customer engagement by offering a broader range of member
products and services aimed at supporting members and
improving their
financial health.
In order to facilitate compliance with federal banking
regulations by the Company’s largest stockholder, Shanda Asset
Management Holdings
Limited and its affiliates (Shanda), on February 18, 2020, the
Company entered into a Share Exchange Agreement pursuant to
which Shanda
will exchange, subject to certain closing conditions, all shares
of the Company’s common stock held by Shanda for newly
issued non-voting
convertible preferred stock, series A (the Exchange). In
connection with the Exchange, the Company will provide
Shanda registration rights
and a one-time cash payment of approximately $50 million. To
deter future ownership positions in the Company’s securities in
excess of
thresholds set forth by the Federal Reserve under the Bank
Holding Company Act, the Company adopted a Temporary Bank
Charter
Protection Agreement (the Charter Protection Agreement) which
provides for the dilution of any person or group of persons that
acquires:
(i) 25% or more equity interest in the Company, or (ii) 7.5% or
more of any class of the Company’s voting securities, which
threshold shall
automatically increase to 10% in connection with the closing of
the Exchange. The Charter Protection Agreement is effective as
of
February 18, 2020, and will automatically expire on the earlier
of the closing of the Merger or 18 months.
Our mission
We provide tools that help Americans save money on their path
to financial health through lower borrowing costs and a
seamless,
technology-driven user experience. We help investors
efficiently generate competitive risk-adjusted returns through
diversification.
Our strategy
Our strategy is to increase member engagement with
LendingClub’s marketplace and leverage that engagement to
offer a broad range of
products and services from LendingClub and its partners.
3
LENDINGCLUB CORPORATION
Through sustained innovation and investment in demand
generation and conversion, LendingClub has already built the
leading unsecured
personal loan marketplace with rapid decisioning and high
member satisfaction. There are two parts to our strategy:
We believe our strategy will generate more savings for
members, provide more avenues for LendingClub to serve
borrowers and investors,
and grow the lifetime value of our customer base through
increased revenue per member and lower member acquisition
costs.
Our market opportunity
LendingClub is the market leader in unsecured personal loans in
the United States, a $160 billion industry in 2019. In the United
States,
unsecured personal loans are the fastest growing segment of
consumer credit as consumers seek to refinance record levels of
revolving
credit card debt, with decade high variable interest rates, and
are searching online for convenient ways to get better fixed
rates. According to
TransUnion, “FinTech loans now (2019) comprise 38% of all
unsecured personal loan balances.” That’s up significantly from
just 5% of
outstanding balances in 2013.
LendingClub helps customers find an easier, less expensive path
to paying down debt by replacing variable high-interest credit
card payments
with fixed lower-rate loans and predictable, more affordable
payments. With LendingClub loans, members have the potential
to save
thousands of dollars compared to traditional credit cards.
Researchers at the Philadelphia Federal Reserve Bank have
analyzed LendingClub
data and concluded that we’re operating in areas where banks
are closing their branches, improving pricing and the quality of
credit
decisioning, and increasing financial inclusion.
With 160M+ US consumers currently using digital banking,
LendingClub’s online platform is well positioned for growth by
empowering
customers to make better financial decisions that result in
improved money management and savings.
Our competitive advantages
The lending industry is highly competitive, rapidly changing,
highly innovative and subject to regulatory scrutiny and
oversight. We compete
against a wide range of financial products and companies that
attract borrowers and/or investors.
With respect to borrowers, we primarily compete with other
online consumer lending marketplaces and traditional financial
institutions, such
as banks, credit unions, and credit card issuers. LendingClub’s
key competitive advantages include:
4
• Visitor to Member: aims to increase member engagement with
LendingClub through a member center, which is intended to
give
members current data on their financial health.
• Product to Platform: aims to leverage member engagement by
presenting offers from LendingClub and its partners that may
save
members money.
• Price efficiency: our marketplace model generates savings for
borrowers by matching them with the lowest available cost of
capital
provided by investors.
• Marketing efficiency: our broad spectrum of investors,
innovation and returning members enable us to serve more
borrowers and
enhance our marketing efficiency.
• Scale, data and innovative technology: our innovative
technology and online platform enables us to generate and
convert demand
efficiently and at scale, while managing price and credit risk
effectively.
LENDINGCLUB CORPORATION
With respect to investors, we primarily compete with other
investment vehicles and asset classes, such as equities, bonds
and short-term
fixed income securities. LendingClub’s key competitive
advantages include:
We continue to be innovative to extend these competitive
advantages.
In addition to the discussion in this section, see “Item 1A. Risk
Factors – Substantial and increasing competition in our industry
may
harm our business.” for further discussion of the potential
impact of competition on our business.
Our model
Our sales and marketing efforts are designed to attract and
retain borrowers and investors and build brand awareness. We
use a diverse
array of marketing channels and constantly seek to improve and
optimize our experience both on- and offline to achieve
efficiency and a high
level of borrower and investor satisfaction.
We attract and retain borrowers through direct mail, online
aggregation partners, and other channels (including search
engines, social media,
and strategic relationship referrals) and this continues to drive
growth in our borrower and investor base. Our demand
generation has been
enhanced through significant funnel conversion efficiency
improvements. As our growing member base frequently returns
directly to
LendingClub if they need another loan, we are growing the
lifetime value of our members and lowering our average
customer acquisition
cost.
Once a loan application is received, we present the applicant
with various loan options, including the term, rate and amount
for which the
applicant qualifies. After the applicant selects their
personalized financing option and completes the application
process, we may perform
additional verifications on the applicant. Once the verifications
are completed and a loan has been funded through one of the
investment
channels discussed below, the issuing bank originates and issues
proceeds of the loan to the borrower, net of the origination fee
charged and
retained by the issuing bank. After the loan is issued, we use the
proceeds from investors to purchase the loan from the issuing
bank. Investor
cash balances are held in segregated bank or custodial accounts
and are not commingled with our monies. If insufficient
investor
commitments are received and the Company does not elect to
purchase loans with its own capital, the loan is not funded.
5
• Generating competitive risk-adjusted returns efficiently: the
nature of the asset class available through, and the scale of, our
marketplace platform enables us to efficiently generate
competitive risk-adjusted returns for investors.
• Portfolio diversification: unsecured personal loans can offer
duration, geographic and/or asset diversification to investors.
LENDINGCLUB CORPORATION
Our issuing bank for unsecured personal and auto loans is
WebBank, a Utah-chartered industrial bank, member Federal
Deposit Insurance
Corporation (FDIC), that handles a variety of consumer
financing programs. We have entered into: (i) a marketing and
program management
agreement with WebBank that governs the terms and conditions
between us and WebBank with respect to loans facilitated
through our
lending marketplace and originated by WebBank and (ii) a
servicing agreement that governs our loan servicing obligations
for loans during the
period of time that the loans are owned by WebBank. WebBank
pays us a transaction fee for our role in processing loan
applications through
our lending marketplace on WebBank’s behalf. The transaction
fee we earn corresponds with the origination fee that WebBank
charges the
borrower. We pay WebBank a monthly program fee based on the
amount of loans issued by WebBank and purchased by us or our
investors
in a given month, subject to a minimum monthly fee.
Under contractual agreements, WebBank may sell us loans
without recourse two business days after WebBank originates
the loan. The
marketing and program management agreement and the loan and
receivable sale agreement both initially terminate in January
2023, with two
additional automatic one-year renewal terms, subject to certain
early termination provisions set forth in the agreements.
Our issuing banks for education and patient finance loans are
NBT Bank and Comenity Capital Bank, which originate and
service education
and patient finance loans. These issuing banks retain some of
these loans while others are offered to private investors or
purchased by us. In
instances where we are unable to arrange for private investors
to purchase education and patient finance loans, we are
contractually required
to purchase them. For our role in loan facilitation, we recognize
transaction fees paid by the issuing banks and education and
patient service
providers once the loan is issued and the proceeds are delivered
to the borrower.
As of the date of this Report, no backup issuing banks have
originated any loans facilitated through our marketplace and we
do not have
backup issuing bank arrangements.
Small and Medium-Sized Business (SMB) loans are provided
through partnerships with Opportunity Fund and Funding Circle.
6
LENDINGCLUB CORPORATION
Our business
Our customers
Borrowers: Our marketplace facilitates unsecured personal loans
that are primarily used to refinance credit card balances and
secured
personal loans, that are primarily used to re-finance auto loans.
Unsecured loans are also used to make major purchases
(including home
improvement, education and healthcare costs) or for other
purposes.
Borrowers applying for loans through our programs must meet
certain minimum credit requirements, including a FICO score,
satisfactory
debt-to-income ratios, satisfactory credit history and a limited
number of credit inquiries in the previous six months. After a
credit scoring and
decisioning process, an issuing bank partner offers loans to
successful applicants. For personal prime loans under our
standard program, loan
amounts are between $1,000 to $40,000, with maturities of three
or five years, fixed interest rates, monthly amortizing payments,
and no
prepayment penalties. Personal loans that fall outside of the
credit criteria for the standard program, including loans made to
super-prime and
near-prime borrowers, might qualify under our custom program
and include amounts from $1,000 to $50,000, maturities of three
or five years,
fixed interest rates, and no prepayment penalties. For auto
loans, loan amounts are between $5,000 to $55,000, with
maturities ranging
between two to seven years, monthly amortizing payments, and
no prepayment penalties. Loans facilitated through our platform
do not have
interest rates or annual percentage rates in excess of 36%,
which is often regarded as a benchmark for responsible lending.
We offer borrowers multiple features to lower their cost of debt
and enhance their financial health, including: balance transfers,
where a
borrower’s existing credit card debt is paid down and the loan is
consolidated into a fixed-rate term loan; and joint applications,
where
borrowers may receive a better rate when they jointly apply for
a personal loan.
Investors: Once an account has been opened and funded,
investors may purchase LendingClub Member Payment
Dependent Notes, which
are securities for which cash flows to investors are dependent
upon principal and interest payments made by borrowers with
unsecured prime
personal loans (Notes).
A portion of the standard loan program (Prime Loans) are
randomly allocated and listed based on demand at a grade and
term level to retail
investors purchasing interests in fractions of unsecured personal
loans. All investors are provided access to a borrower’s
proprietary credit
grade and credit profile data on each approved and listed loan,
as well as historical performance data on Prime Loans issued
through our
lending marketplace since its inception.
When an investor opens an account with us, the investor enters
into an investor agreement that governs the investor’s purchases
of Notes.
Our Notes channel is supported by our website and our Investor
Services group, which provides basic customer support to these
investors.
Investor cash balances (excluding payments in process) are held
in segregated bank or custodial accounts and are not
commingled with our
monies.
Products: The majority of loans facilitated through our lending
marketplace are funded by either: (i) the sale of whole loans to
banks and
other institutional investors or (ii) the issuance of securities
through our Structured Programs. Structured Program
transactions include (i)
asset-backed …
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
or
For the fiscal year ended December 31, 2018
Commission File Number: 001-36771
(415) 632-5600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ý No ¨
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ¨ No ý
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 ý 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 ý No ¨
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not
Section 1: 10-K (10-K)
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
o TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934
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, California 94105
(Address of principal executive offices) (Zip Code)
Title of each class: Name of each exchange on which
registered:
Common Stock, par value $0.01 per share New York Stock
Exchange
contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
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.
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. o
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý
The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant as of
June 30, 2018, the last
business day of the registrant’s most recently completed second
fiscal quarter, was $1,203,462,456 based on the closing price
reported for
such date on the New York Stock Exchange. Shares of the
registrant’s common stock held by each executive officer,
director and holder of
10% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates.
This calculation does
not reflect a determination that certain persons are affiliates of
the registrant for any other purpose.
As of February 15, 2019, there were 429,771,215 shares of the
registrant’s common stock outstanding.
Documents Incorporated by Reference
Portions of the registrant’s Definitive Proxy Statement for the
Registrant’s 2019 Annual Meeting of Stockholders are
incorporated by
reference into Part III of this Annual Report on Form 10-K to
the extent stated herein. Such Definitive Proxy Statement will
be filed with the
Securities and Exchange Commission within 120 days after the
end of the registrant’s fiscal year ended December 31, 2018.
Large accelerated filer ý Accelerated filer o
Non-accelerated filer o Smaller reporting company o
Emerging growth company o
LENDINGCLUB CORPORATION
Annual Report On Form 10-K
For Fiscal Year Ended December 31, 2018
TABLE OF CONTENTS
PART I 3
Item 1. Business 3
Item 1A. Risk Factors 20
Item 1B. Unresolved Staff Comments 45
Item 2. Properties 45
Item 3. Legal Proceedings 45
Item 4. Mine Safety Disclosures 45
PART II 46
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities 46
Item 6. Selected Financial Data 48
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations 50
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk 85
Item 8. Financial Statements and Supplementary Data 89
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 155
Item 9A. Controls and Procedures 155
Item 9B. Other Information 157
PART III 157
Item 10. Directors, Executive Officers and Corporate
Governance 157
Item 11. Executive Compensation 157
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder
Matters 157
Item 13. Certain Relationships and Related Transactions, and
Director Independence 157
Item 14. Principal Accountant Fees and Services 157
PART IV 158
Item 15. Exhibits and Financial Statement Schedule 158
Item 16. Form 10-K Summary 158
Signatures 159
Exhibit Index 161
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):
Forward-Looking Statements
This Annual Report on Form 10-K (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 and
expected market growth. 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:
1
• Various wholly-owned Delaware limited liability companies
established to enter into warehouse credit agreements with
certain
lenders for secured credit facilities.
• Various entities established to facilitate LendingClub-
sponsored asset-backed securities transactions, including
transactions where
certain accredited investors and qualified institutional buyers
have the opportunity to invest in a pool of unsecured personal
whole
loans in a certificated form (CLUB Certificates).
• 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.
• Springstone Financial, LLC (Springstone), a wholly-owned
Delaware limited liability company that facilitates the
origination of
education and patient finance loans by third-party issuing
banks.
• LendingClub Asset Management, LLC (LCAM), a wholly-
owned subsidiary of LendingClub that acts as the general
partner for
certain private funds. In December 2018, LCAM completed the
liquidation of the assets in the private funds that it manages.
• the ability of borrowers to repay loans and the plans of
borrowers;
• our ability to maintain investor confidence in the operation of
our platform;
• the likelihood of investors to continue to, directly or
indirectly, invest through our platform;
• our ability to secure new or additional sources of investor
commitments for our platform;
• expected rates of return for investors;
• the effectiveness of our platform’s credit scoring models;
• the use of our own capital to purchase loans;
• maintaining liquidity and capital availability to support
purchase of loans, contractual commitments and obligations
(including
repurchase obligations or other commitments to purchase loans),
regulatory obligations to fund loans, and general strategic
directives
(such as with respect to product testing or supporting our
Company-sponsored securitizations and CLUB Certificate
transactions),
and to support marketplace equilibrium across our platform;
• the impact of holding loans on and our ability to sell loans off
our balance sheet;
• transaction fees or other revenue we expect to recognize after
loans are issued by the issuing banks who originate loans
facilitated
through our platform;
• interest income on our loans invested in by the Company and
the negative fair value adjustments on associated loans;
• 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;
• capital expenditures;
• interest rate risk and credit performance associated with the
outstanding principal balance of loans and other securities and
their
impact to investor returns and demand for our products;
LENDINGCLUB CORPORATION
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
cautionary statements included in this Report, particularly in
the “Risk Factors” section
of this Report, as well as in our consolidated financial
statements, related notes, and other information appearing
elsewhere in this Report and
our other filings with the Securities and Exchange Commission,
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.
2
• the impact of new accounting standards;
• the impact of pending litigation and regulatory investigations
and inquiries;
• our compliance with applicable local, state and Federal laws,
regulations and regulatory developments or court decisions
affecting our
business;
• investor, borrower, platform and loan performance-related
factors that may affect our revenue;
• the potential adoption rates and returns related to new
products and services;
• the potential impact of macro-economic developments that
could impact the credit performance of our loans, notes,
certificates and
secured borrowings, and influence borrower and investor
behavior;
• our ability to develop and maintain effective internal controls;
• our ability to recruit and retain quality employees to support
current operations and future growth;
• the impact of expense initiatives and review of 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 SEC.
LENDINGCLUB CORPORATION
PART I
Item 1. Business
Our Mission
Our vision is to provide Americans a path to financial health.
We do this by leveraging technology and a marketplace model
to seamlessly
deliver access to fair and affordable credit.
Overview
LendingClub was incorporated in Delaware on October 2, 2006,
and operates America’s largest online lending marketplace
platform that
connects borrowers and investors. Borrowers access installment
loans through a fast and easy-to-use online and mobile
interface. Investors
provide capital to enable the funding of loans in exchange for
earning attractive returns. Our marketplace enables more
efficient credit
decisioning, pricing, servicing and support operations. We
operate fully online with no branch infrastructure, and use
technology to deliver a
seamless experience.
Loans facilitated through our lending marketplace are funded by
the sale of whole loans to banks and institutional investors, the
issuance of
notes to our self-directed investors, the issuance of certificates
to certain investors, or funded directly by the Company with its
own capital.
Additionally, we have the capability to securitize loans and to
facilitate CLUB Certificate transactions to further expand our
investor base.
We have developed our proprietary technology platform to
support our lending marketplace and offer a variety of our
issuing banks’ loan
products to interested borrowers and investors. Our proprietary
technology automates certain key aspects of our operations,
including
administration of the borrower application process, data
gathering, applying credit decisioning, scoring and underwriting
standards of the
related issuing bank to an application, loan funding, investing
and servicing, regulatory compliance and fraud detection. Our
platform offers
analytical tools and data to facilitate investor decision making.
We generate revenue primarily from transaction fees derived
from our platform’s role in marketing to borrowers, and
accepting and
decisioning applications for our bank partners to enable loan
originations. Additionally, we earn investor fees that include
servicing fees from
investors for various services, including servicing and
collection efforts, gains on sales of loans, interest income
earned net of interest expense
and fair value gains/losses from loans invested in by the
Company and held on our balance sheet.
Industry Background and Trends
We believe a transparent and open marketplace where borrowers
and investors have access to information, complemented by
technology
and tools, can make credit more affordable and attract new
sources of capital. We further believe that online lending
marketplaces facilitate
more efficient deployment of capital.
Lending Is Essential to the Economy
We believe the ability of individuals and small businesses to
access affordable credit is essential to stimulating and
sustaining a healthy,
diverse and innovative economy. Lending to consumers
provides financial flexibility and gives households better
control over when and how
to purchase goods and services.
Borrowers Are Inadequately Served by Credit Cards
Traditionally, consumers have turned to credit cards to meet
their needs for small balance loans. While credit cards can be
convenient as a
payment mechanism, they are an expensive long-term financing
solution for borrowers. Borrowers who carry a balance on their
cards are
often subject to high, variable interest rates and the possibility
of
3
LENDINGCLUB CORPORATION
incurring additional fees and penalties. Additionally, a broad
population of borrowers are charged the same high interest rates
on their
balances, regardless of an individual’s specific risk profile, so
lower-risk borrowers often subsidize higher-risk borrowers.
Self-directed Investors Have Had Limited Options to Participate
in Consumer Credit
Historically, access to most consumer loans as an investment
product was limited to the banks that hold loans on their
balance sheets or to
structured securitized products that were syndicated to large
institutional investors. Depositors effectively fund the loans
made by the banking
system, but they share little in the direct returns of these loans
as evidenced by the low yields on various fixed income
investment or deposit
products offered by banks.
Online Marketplaces Have Proliferated Throughout the
Economy
Online marketplaces have emerged to connect buyers and sellers
across many industries to increase choice, improve quality,
accelerate the
speed of decision making and lower costs. We believe a
successful online marketplace must act as a trusted intermediary
providing
transparency, security, supply and demand balance, and ease of
use to give marketplace participants an incentive to interact and
the
confidence to do business together. Initial online marketplaces
connected buyers and sellers of goods and services – primarily
moving
demand from offline to online and making the transaction
process more efficient. Online marketplaces have evolved to
unlock supply and
demand that could not previously be matched in an efficient
manner offline.
Our Marketplace
Solution
We believe that our lending marketplace provides the following
benefits to borrowers:
We believe that our lending marketplace provides the following
benefits to investors:
4
• Access to Affordable Credit. Our proprietary lending
marketplace model, easily accessible online delivery and
process automation
enable us to offer a wide range of borrowers interest rates that
are lower on average than the rates charged by banks for credit
cards, and make us competitive within the lending marketplace
space for installment loans. Loans facilitated through our
platform do
not have interest rates or annual percentage rates in excess of
36%, which is often regarded as a benchmark for responsible
lending.
• Superior Borrower Experience. We offer a fast and easy-to-use
online and mobile application process and provide borrowers
with
access to live support and online tools throughout the process
and over the term of the loan.
• Transparency. The installment loans facilitated through our
lending marketplace each feature a fixed interest rate and an
origination
fee that is disclosed to the borrower during the application
process, with fixed monthly payments and the ability to prepay
the balance
at any time without penalty. Our platform utilizes an automated,
rules-based engine for applying the underwriting standards of
the
related issuing bank partner to an application and income
verification, which significantly reduces the human bias
associated with
reviewing applications.
• Fast and Efficient Decisioning. We combine advanced credit
decisioning techniques with a rich proprietary data set to assess
risk,
detect fraud, determine a credit rating and quickly assign an
appropriate interest rate in accordance with the issuing bank’s
credit
model.
• Access to a New Asset Class. We offer investors access to the
consumer credit asset class through a variety of products,
including
whole loan sales, securitizations, CLUB Certificates, and notes.
All investors can invest in personal loans facilitated through our
standard loan program. Additionally, qualified investors can
invest in loans facilitated through our custom loan program in
private
transactions. The consumer credit asset class has historically
been funded and held by financial institutions or large
institutional
investors.
LENDINGCLUB CORPORATION
Our Competitive Strengths
We believe the following strengths differentiate us from our
competitors and provide us with competitive advantages in
realizing the potential
of our market opportunity:
Products
Borrowers
Our lending marketplace facilitates several types of loan
products.
Personal Loans. Our lending marketplace facilitates unsecured
personal loans that can be used to refinance credit card
balances, make
major purchases or for other purposes. Personal loans are
offered through both our standard and custom loan programs
and we offer multiple
features including the ability for joint applications and balance
transfers where a borrower’s existing debt is paid down.
Personal loans
approved through our standard loan program represent loans
made to prime borrowers, and include amounts from $1,000 to
$40,000,
maturities of three or five years, fixed interest rates, and no
prepayment penalties. These loans must meet certain minimum
credit
requirements, including a FICO score of at least 660,
satisfactory debt-to-income ratios, 36 months of credit history
5
• Competitive Risk-Adjusted Returns. We seek to provide
investors with competitive risk-adjusted returns on loans
facilitated
through our lending marketplace.
• Transparency. We seek to provide investors with transparency
and choice in building their loan portfolios.
• Easy-to-Use Tools. We seek to provide investors with tools to
easily build and modify customized and diversified portfolios
by
utilizing the provided application programming interface (API)
to invest in loans tailored to their investment objectives and to
assess
the returns on their portfolios. Retail investors can also enroll
in automated investing, a free service that automatically invests
any
available cash in loans according to such investor’s specified
criteria.
• Leading Online Lending Marketplace. We are America’s
largest online lending marketplace connecting borrowers and
investors,
based on approximately $10.9 billion in loan originations during
the year ended December 31, 2018, as further discussed in “Part
II –
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Current Economic and
Business Environment.”
• Robust Network Effects. Our online lending marketplace
exhibits network effects that are driven by the number of
participants and
investments enabled through our lending marketplace. More
participation leads to greater potential to match borrowers with
investors. Additionally, increased participation results in the
generation of substantial data that is used to improve the
effectiveness of
the credit decisioning and scoring models, investment by larger
investors with lower cost of capital, enhance our performance
record
and generate increasing trust in our lending marketplace.
• Technology Platform. Our technology platform powers our
online lending marketplace and enables us to deliver proprietary
solutions to borrowers and investors. Our technology platform
automates most of our operations.
• Proprietary Risk Assessment. We use proprietary algorithms to
apply the respective issuing bank’s credit model that leverage
behavioral data, transactional data, bank data and employment
information to supplement traditional risk assessment tools,
such as
Fair Isaac Corporation (FICO) scores. We have built our
technology platform to automate the application of these
proprietary
algorithms to each individual borrower’s application profile.
This approach allows us to evaluate and segment each potential
borrower’s risk profile and price the loan accordingly.
LENDINGCLUB CORPORATION
and a limited number of credit inquiries in the previous six
months. Personal loans that fall outside of the credit criteria for
the standard
program, including loans made to super-prime and near-prime
borrowers, might qualify under our custom program and include
amounts from
$1,000 to $50,000, maturities of three or five years, fixed
interest rates, and no prepayment penalties.
Education and Patient Finance Loans. We facilitate unsecured
education and patient installment loans and promotional rate
and
promotional no-interest loans through Springstone, a wholly-
owned subsidiary of the Company, and its issuing bank partners.
Installment loan
terms include amounts from $2,000 to $50,000, maturities from
two to seven years, fixed interest rates and no prepayment
penalties. The
promotional rate and no-interest loan terms include amounts
ranging from $499 to $32,000, maturities from six months to
five years, and a
fixed promotional interest rate or no required interest payment
if the balance is paid in full during the promotional period,
which can range
from 6 to 60 months. For both the promotional rate and no-
interest loans, there is no prepayment penalty and borrowers
have the flexibility
and discretion to pay as much or as little of the outstanding
principal balance during the promotional period, subject to
applicable minimums.
After the promotional period, promotional rate and no-interest
loans will adjust to a predetermined fixed interest rate.
Auto Refinance Loans. We facilitate secured auto refinance
loans that can be used to help eligible consumers save money by
refinancing
into more affordable loans with lower rates and better loan
terms. Installment loan terms include amounts ranging from
$5,000 to $55,000,
with maturities ranging from two to six years. Borrowers are
required to make monthly amortizing payments, and there are no
prepayment
penalties.
Small Business Loans. We facilitate small business loans that
enable small business owners to expand their business, purchase
equipment or
inventory, or meet other obligations at an affordable rate. Small
business loans are fixed-rate loans in amounts ranging from
$5,000 to
$300,000, with maturities of one to five years, and contain no
prepayment penalties or fees.
Investors
Investors have the opportunity to invest in a wide range of loans
based on term and credit characteristics. Personal loans that are
approved
through the standard loan program are offered to all investors
on our platform. Custom program loans, which include loans
made to super-
prime and near-prime borrowers, education and patient finance
loans, auto refinance loans, new offerings, and other loans that
fall outside of
the credit criteria of the standard program, are offered to private
investors only. All investors are provided access to a borrower’s
proprietary
credit grade and credit profile data on each approved and listed
loan, as well as historical performance data on loans issued
through our
lending marketplace since its inception.
Upon the completion of loan sales and securitizations, the
investor owns all rights, title and interest in the loan. We
establish the investors’
accounts and the procedures for the purchase of loans, including
any negotiated purchase amount limitations. We and the
investor also
typically make representations and warranties and agree to
indemnify each other for certain breaches of the purchase
agreement. For the
vast majority of our whole loans sold, the investor also agrees
to simultaneously enter into a servicing agreement with us to
service the sold
loan. We can be removed as the servicer in limited
circumstances. For certain loans, under our contractual
relationships we are not the
servicer. For regulatory purposes, the investor has access to the
underlying borrower information, but is generally prohibited
from contacting
or marketing to the borrower and agrees to hold such borrower
information in compliance with all applicable privacy laws.
We make loans available through a Scale program and a Select
program. Once loans are approved on the platform, they are
randomly
allocated at a grade and term level under the Scale program to
retail investors purchasing interests in fractions of loans or to
institutional
investors purchasing whole loans. This helps to ensure that
investors have access to comparable loans and loans are
allocated randomly.
Under the Select program, investors can specifically identify
loans they want to purchase.
6
LENDINGCLUB CORPORATION
Our success depends in part on investors participating on our
lending marketplace and, as of the date of this Report, we have
a variety of
investors on our platform that enable us to facilitate our
origination volume. However, a relatively small number of loan
investors, including us,
represent a large percentage of the capital on our platform,
which enable the funding of loans and our associated
transaction fee revenue.
See “Part II – Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations – …
KEY POINTS
Kate Rooney
@ K R 0 0 N E Y
S H A R E ! " # $
T E C H
LendingClub slashes roughly 30% of
workforce as Covid-19 dampens
demand for loans
P U B L I S H E D T U E , A P R 2 1 2 0 2 0 • 6 : 2 5 P M E
D T U P D AT E D M O M E N T S A G O
The online lender says it will lay off 460 people, accounting
for about 30% of its current workforce
LendingClub CEO, Scott Sanborn, says the virus outbreak is
having an “unprecedented effect” on consumers and small
businesses, resulting in a reduction in demand for personal
loans.
“With these actions, we believe we are well positioned to
achieve our long-term strategic goals and better serve our
members, who will need us more than ever, once the
economy stabilizes,” Sanborn, who will take a 30% pay cut,
says in a statement.
%
https://www.cnbc.com/kate-rooney/
https://twitter.com/Kr00ney
https://www.cnbc.com/technology/
https://www.cnbc.com/world/
Lending Club banners hang on the facade of the New York
Stock Exchange for it’s IPO on
December 11, 2014 in New York.
Don Emmert | AFP | Getty Images
LendingClub is cutting roughly a third of its staff as the Covid-
19
slowdown dampens demand for consumer loans.
The company, which pioneered online personal loans, said in a
regulatory filing Tuesday that it would lay off 460 people -- or
about 30% of its workforce.
LendingClub CEO Scott Sanborn said the virus outbreak was
having an “unprecedented effect” on consumers and small
businesses, resulting in a drop in demand for personal loans.
The
move was necessary to “realign” staffing with the current
business
environment, he said.
“With these actions, we believe we are well positioned to
achieve
our long-term strategic goals and better serve our members, who
will need us more than ever, once the economy stabilizes,”
https://www.cnbc.com/quotes/?symbol=LC
https://www.sec.gov/ix?doc=/Archives/edgar/data/1409970/000
140997020000505/form8-kasfiledon42120.html
Sanborn said in a statement.
The company also said it was reducing executives’ salaries by
25%. Sanborn, meanwhile, will take a 30% pay cut.
LendingClub calls itself the biggest U.S. provider of personal
loans, and had been part of the wave of tech-focused firms
getting
in on marketplace lending. The company had the biggest
domestic
tech IPO of 2014. But two years, the company was dealt a blow
when LendingClub’s founder was ousted amid irregularities
with
loan practices.
It’s now one of many fintech loan providers feeling the effects
of
the recent small business slowdown. Fellow online lender
Kabbage furloughed workers in late March, according to
TechCrunch. Unlike some of its peers, Lending Club was did
not
apply to be a lender for the U.S. governments Paycheck
Protection
Program. It is however, facilitating loans to Opportunity Fund
and
Funding Circle, who are funding the government-backed loans.
In February, LendingClub became the first U.S. fintech
company
to acquire a bank. The company said it was buying Boston-
based,
Radius Bancorp for $185 million to give it access a stable and
cheaper source of funding.
Shares of the Lending Club were down 4% in regular trading
Tuesday, and have fallen more than 40% this year.
https://www.wsj.com/articles/lendingclub-ceo-resigns-over-
sales-review-1462795070
https://techcrunch.com/2020/03/30/smb-loans-platform-
kabbage-to-furlough-a-significant-number-of-staff-close-office-
in-bangalore/
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  • 1. Running head: SOCIAL ENGINEERING1 SOCIAL ENGINEERING 6 As a hacker, the most successful use case is to target human error as a potential link to data breaches. Social engineering threats target psychological manipulation and human error and manipulate them to identify sensitive data (Krombholz et al., 2015). It can convince users to breach security measures that an attacker can access. Poor cyber security culture is one of the best ways to launch an attack. Social engineering can be implemented in a variety of ways, including whaling, spearfishing, sight checking, and traditional fishing (Hartfield & Loukas, 2015). The reason I use phishing is that I can successfully use social networks, SMS, email and other forms of phishing to get information for personal purposes. The best way to do business is with microfinance. Although security systems are complex, social engineering can guarantee successful fraud. The first thing to do is to manage employee phishing which could affect access to large amounts of data. A new employee is a good goal with a few safety precautions. For example, it checks the name and contact number of their name tags. After that, the next step is to develop an email equivalent to the main business email. Sending a computer email wherever you need to install a newly needed patch update is an appropriate way to launch an attack (Krombholz et al., 2015). This email is called "Security Update for Windows 7 / 8.1, 8, and 10". The employee replied to a false e-mail indicating his real e-mail address. To get the data successfully, you need a cloned website. Another way is to search the names of employees working in the company's marketing department and access the latest project accounts. Duplicate stolen invoices can be emailed to employees, requiring them to enter a password to unlock the document. Credentials will help you access your corporate network before you know it. This fishing method is effective
  • 2. because the higher the probability of obtaining information, the higher the number of targets. All details are recorded and stored on the cloning site. After a while, I sent an email to sign up for work services to improve my account security. Look for reliable sources, like the new email management center. If they agree, they can submit login information to my database. The most important information is your username, password, personal identification number (PIN), personal details, credit card details and most recent transaction details. Targets can be listed through the antivirus you are using. It is important to use DNS spyware to ensure the success of e-phishing campaigns (Fernan et al., 2019). This process helps determine the protection of the malware involved. The next step is to install antivirus software on the virtual machine. This is done before sending an email. Although it has the same version as the antivirus software used, it is not reliable. Common free antivirus software does not run VM antivirus software. Therefore, the possibility should be checked before reaching the email recipient. In the process, I can buy real certificates for binary-dependent targets. After accessing the employee’s credentials, it is possible to log in as support staff. Changing the IP address to match the location of the micro-finance would be necessary to hinder digital forensics from tracking the remote computer. The next stage is to collect useful customer data, such as bank account details: emails, account numbers, names, residence, and contact details. The hacking tries to minimize the capabilities of the real bank account owner to give commands. The website can be made to look legitimate and ask for more information regarding the credit card “authenticity check” (Heartfield & Loukas, 2015). Moreover, it should have a tricky link requesting them to download antivirus for their devices. The download of the actual virus will enable the stealing of more data from their computers. Phishing takes advantage of all weaknesses in both security and software. However, it involves
  • 3. convincing, which must be included in drafting the emails. The email should have a deadline for clicking the links to the malicious website. They should also state the consequences of not taking the recommended action – this will lure them into logging in and revealing details. The stolen emails, credit card details, and account numbers can be useful for account takeover. For instance, an email address would help me act as the owner and gain access to the deposited cash. It also facilitates changing of communication such as alerts, which helps to keep the victim unaware of account activities. Moreover, social engineering can help in making the account owners transfer the money themselves (Krombholz et al., 2015). I can pretend to be a senior bank officer with knowledge of the account information to gain trust. Telephone phishing can trick them into making security changes or authorizing a pending payment. Wire transfer is an interbank fund transfer that I can use to steal money from the users. The authorization key can be sent by the customer to the fake website as they confuse it with password reset codes. Prior research of countries with lax banking regulations will be made, then connect with a trusted person in the country. The person should ensure that they target new tellers or non-experienced bank workers through social engineering. Such a person can be the weakest point to authorize a withdrawal since wire transfer takes several days to mature (Peng et al., 2016). Another way of making huge withdrawals include bribing some corrupt officers. If the victims realize they can cancel the transaction, and the micro- finance will incur losses. To conclude, social engineering is conducted by tricking individuals into sharing details willingly. This data can be used to commit social engineering fraud, wire transfer, account take over, and other fraudulent activities. Targeting micro-finance employees provides the most vulnerable point of achieving information. Moreover, phishing through sending malicious emails impersonating corporate leaders can trick
  • 4. employees into sharing their login data. The access of accounts can help to steal bank details, credit card information, PINs, passwords, and other information. More social engineering through phone phishing can be used to convince clients and workers. References Farnan, O., Wright, J., & Darer, A. (2019, May). Analysing Censorship Circumvention with VPNs via DNS Cache Snooping. In 2019 IEEE Security and Privacy Workshops (SPW) (pp. 205-211). IEEE. Heartfield, R., & Loukas, G. (2015). A taxonomy of attacks and a survey of defence mechanisms for semantic social engineering attacks. ACM Computing Surveys (CSUR), 48(3), 1-39. Krombholz, K., Hobel, H., Huber, M., & Weippl, E. (2015). Advanced social engineering attacks. Journal of Information Security and applications, 22, 113-122. Peng, W., Jiguo, S., Shiqing, Z., & Gang, W. (2016). Control of wire transfer behaviors in hot wire laser welding. The International Journal of Advanced Manufacturing Technology, 83(9-12), 2091-2100. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 or For the fiscal year ended December 31, 2019
  • 5. Commission File Number: 001-36771 (415) 632-5600 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý 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 ý 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 ý No ¨
  • 6. Section 1: 10-K (10-K) FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 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, CA 94105 (Address of principal executive offices and zip code) 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
  • 7. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. 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. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,091,456,815 based on the closing price reported for such date on the New York Stock Exchange. Shares of the registrant’s common stock held by each executive officer, director and holder of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. As of February 14, 2020, there were 88,911,078 shares of the
  • 8. registrant’s common stock outstanding. Documents Incorporated by Reference Portions of the registrant’s Definitive Proxy Statement for the Registrant’s 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2019. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ LENDINGCLUB CORPORATION Annual Report On Form 10-K For Fiscal Year Ended December 31, 2019 TABLE OF CONTENTS PART I 3
  • 9. Item 1. Business 3 Item 1A. Risk Factors 19 Item 1B. Unresolved Staff Comments 48 Item 2. Properties 48 Item 3. Legal Proceedings 48 Item 4. Mine Safety Disclosures 48 PART II 49 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 49 Item 6. Selected Financial Data 51 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 53 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 93 Item 8. Financial Statements and Supplementary Data 97 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 163 Item 9A. Controls and Procedures 163 Item 9B. Other Information 165 PART III 165 Item 10. Directors, Executive Officers and Corporate Governance 165 Item 11. Executive Compensation 165 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 165 Item 13. Certain Relationships and Related Transactions, and Director Independence 165 Item 14. Principal Accountant Fees and Services 165
  • 10. PART IV 166 Item 15. Exhibits and Financial Statement Schedule 166 Item 16. Form 10-K Summary 166 Exhibit Index 167 Signatures 170 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: Forward-Looking Statements This Annual Report on Form 10-K (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,
  • 11. projected costs, prospects, plans, objectives of management, expected market growth and our ability to obtain a bank charter 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: 1 • Various wholly-owned Delaware limited liability companies established to enter into warehouse credit agreements with certain lenders for secured credit facilities. • 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 senior and subordinated 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
  • 12. issued by the LC Trust and that are related to specific underlying loans for the benefit of the investor. • Springstone Financial, LLC (Springstone), a wholly-owned Delaware limited liability company that facilitates the origination of education and patient finance loans by third-party issuing banks. • our ability to attract and retain borrowers; • the ability of borrowers to repay loans and the plans of borrowers; • our ability to maintain investor confidence in the operation of our platform; • the likelihood of investors to continue to, directly or indirectly, invest through our platform; • our ability to secure new or additional sources of investor commitments for our platform; • expected rates of return for investors; • the effectiveness of our platform’s credit scoring models; • our ability to innovate and the success of new product initiatives; • our ability to obtain or add bank functionality and a bank charter; • the impact on the business from obtaining or adding bank functionality and a bank charter; • our ability to resolve pending governmental inquiries and private litigation, and the terms of such resolution(s); • the use of our own capital to purchase loans; • maintaining liquidity and capital availability to support purchase of loans, contractual commitments and obligations (including repurchase obligations or other commitments to purchase loans), regulatory obligations to fund loans, and general strategic
  • 13. directives (such as with respect to product testing or supporting our Structured Program transactions, which include sponsoring asset-backed securitization transactions and Certificate Program transactions), and to support marketplace equilibrium across our platform; • the impact of holding loans on and our ability to sell loans off our balance sheet; • transaction fees or other revenue we expect to recognize after loans are issued by the issuing banks who originate loans facilitated through our platform; • interest income on our loans invested in by the Company and the negative fair value adjustments on associated loans; LENDINGCLUB CORPORATION 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, as well as in our consolidated financial statements, related notes, and other information appearing elsewhere in this Report and our other filings with the
  • 14. Securities and Exchange Commission, 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. 2 • 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; • interest rate risk and credit performance associated with the outstanding principal balance of loans and other securities and their impact to investor returns and demand for our products; • the impact of new accounting standards;
  • 15. • the impact of pending litigation and regulatory investigations and inquiries; • our compliance with applicable local, state and Federal laws, regulations and regulatory developments or court decisions affecting our business; • our compliance with contractual obligations or restrictions; • investor, borrower, platform and loan performance-related factors that may affect our revenue; • the potential adoption rates and returns related to new products and services; • the potential impact of macro-economic developments that could impact the credit performance of our loans, notes, certificates and secured borrowings, and influence borrower and investor behavior; • the effectiveness of our cost structure simplification efforts and ability to control our cost structure; • our ability to develop and maintain effective internal controls; • our ability to recruit and retain quality employees to support current operations and future growth; • our ability to successfully relocate people and services; • the impact of expense initiatives; • our ability to manage and repay our indebtedness; and • other risk factors listed from time to time in reports we file with the SEC. LENDINGCLUB CORPORATION PART I
  • 16. Item 1. Business Introduction LendingClub was incorporated in Delaware on October 2, 2006, and is currently the largest provider of unsecured personal loans in the US. We operate America’s largest online lending marketplace platform that connects borrowers and investors. LendingClub provides tools that help Americans save money on their path to financial health through lower borrowing costs and a seamless, technology- driven user experience. Investors provide capital to enable the funding of loans in exchange for earning competitive risk adjusted returns. Our marketplace enables efficient credit decisioning, pricing, servicing and support operations. We operate fully online with no traditional branch infrastructure. Our vision is to expand our marketplace model and support it with a bank charter, which we believe will be both strategically and financially accretive to the Company. On February 18, 2020, the Company and Radius Bancorp, Inc. (Radius) entered into an Agreement and Plan of Merger, by and among the Company, a wholly owned-subsidiary of the Company, and Radius, pursuant to which the Company will acquire Radius and thereby acquire its wholly-owned subsidiary, Radius Bank (the Merger), in a cash and stock transaction valued at $185 million (of which $138.75 million is in cash and $46.25 million is in stock), plus certain purchase price
  • 17. and expense adjustments of up to $22 million. The closing of the Merger is subject to regulatory approval and other customary closing conditions, which the Company anticipates can be completed within 15 months, as well as customary transaction costs. The Company believes that acquiring Radius and operating with a national bank charter will enhance LendingClub’s ability to serve its members, grow its market opportunity, increase and diversify revenue and earnings, and provide both funding resilience and regulatory clarity. With the talent, infrastructure and capabilities Radius possesses, the Company intends to enhance customer engagement by offering a broader range of member products and services aimed at supporting members and improving their financial health. In order to facilitate compliance with federal banking regulations by the Company’s largest stockholder, Shanda Asset Management Holdings Limited and its affiliates (Shanda), on February 18, 2020, the Company entered into a Share Exchange Agreement pursuant to which Shanda will exchange, subject to certain closing conditions, all shares of the Company’s common stock held by Shanda for newly issued non-voting convertible preferred stock, series A (the Exchange). In connection with the Exchange, the Company will provide Shanda registration rights and a one-time cash payment of approximately $50 million. To deter future ownership positions in the Company’s securities in excess of thresholds set forth by the Federal Reserve under the Bank Holding Company Act, the Company adopted a Temporary Bank
  • 18. Charter Protection Agreement (the Charter Protection Agreement) which provides for the dilution of any person or group of persons that acquires: (i) 25% or more equity interest in the Company, or (ii) 7.5% or more of any class of the Company’s voting securities, which threshold shall automatically increase to 10% in connection with the closing of the Exchange. The Charter Protection Agreement is effective as of February 18, 2020, and will automatically expire on the earlier of the closing of the Merger or 18 months. Our mission We provide tools that help Americans save money on their path to financial health through lower borrowing costs and a seamless, technology-driven user experience. We help investors efficiently generate competitive risk-adjusted returns through diversification. Our strategy Our strategy is to increase member engagement with LendingClub’s marketplace and leverage that engagement to offer a broad range of products and services from LendingClub and its partners. 3
  • 19. LENDINGCLUB CORPORATION Through sustained innovation and investment in demand generation and conversion, LendingClub has already built the leading unsecured personal loan marketplace with rapid decisioning and high member satisfaction. There are two parts to our strategy: We believe our strategy will generate more savings for members, provide more avenues for LendingClub to serve borrowers and investors, and grow the lifetime value of our customer base through increased revenue per member and lower member acquisition costs. Our market opportunity LendingClub is the market leader in unsecured personal loans in the United States, a $160 billion industry in 2019. In the United States, unsecured personal loans are the fastest growing segment of consumer credit as consumers seek to refinance record levels of revolving credit card debt, with decade high variable interest rates, and are searching online for convenient ways to get better fixed rates. According to TransUnion, “FinTech loans now (2019) comprise 38% of all unsecured personal loan balances.” That’s up significantly from just 5% of outstanding balances in 2013. LendingClub helps customers find an easier, less expensive path to paying down debt by replacing variable high-interest credit card payments
  • 20. with fixed lower-rate loans and predictable, more affordable payments. With LendingClub loans, members have the potential to save thousands of dollars compared to traditional credit cards. Researchers at the Philadelphia Federal Reserve Bank have analyzed LendingClub data and concluded that we’re operating in areas where banks are closing their branches, improving pricing and the quality of credit decisioning, and increasing financial inclusion. With 160M+ US consumers currently using digital banking, LendingClub’s online platform is well positioned for growth by empowering customers to make better financial decisions that result in improved money management and savings. Our competitive advantages The lending industry is highly competitive, rapidly changing, highly innovative and subject to regulatory scrutiny and oversight. We compete against a wide range of financial products and companies that attract borrowers and/or investors. With respect to borrowers, we primarily compete with other online consumer lending marketplaces and traditional financial institutions, such as banks, credit unions, and credit card issuers. LendingClub’s key competitive advantages include: 4 • Visitor to Member: aims to increase member engagement with LendingClub through a member center, which is intended to
  • 21. give members current data on their financial health. • Product to Platform: aims to leverage member engagement by presenting offers from LendingClub and its partners that may save members money. • Price efficiency: our marketplace model generates savings for borrowers by matching them with the lowest available cost of capital provided by investors. • Marketing efficiency: our broad spectrum of investors, innovation and returning members enable us to serve more borrowers and enhance our marketing efficiency. • Scale, data and innovative technology: our innovative technology and online platform enables us to generate and convert demand efficiently and at scale, while managing price and credit risk effectively. LENDINGCLUB CORPORATION With respect to investors, we primarily compete with other investment vehicles and asset classes, such as equities, bonds and short-term fixed income securities. LendingClub’s key competitive advantages include:
  • 22. We continue to be innovative to extend these competitive advantages. In addition to the discussion in this section, see “Item 1A. Risk Factors – Substantial and increasing competition in our industry may harm our business.” for further discussion of the potential impact of competition on our business. Our model Our sales and marketing efforts are designed to attract and retain borrowers and investors and build brand awareness. We use a diverse array of marketing channels and constantly seek to improve and optimize our experience both on- and offline to achieve efficiency and a high level of borrower and investor satisfaction. We attract and retain borrowers through direct mail, online aggregation partners, and other channels (including search engines, social media, and strategic relationship referrals) and this continues to drive growth in our borrower and investor base. Our demand generation has been enhanced through significant funnel conversion efficiency improvements. As our growing member base frequently returns directly to LendingClub if they need another loan, we are growing the lifetime value of our members and lowering our average customer acquisition cost. Once a loan application is received, we present the applicant with various loan options, including the term, rate and amount
  • 23. for which the applicant qualifies. After the applicant selects their personalized financing option and completes the application process, we may perform additional verifications on the applicant. Once the verifications are completed and a loan has been funded through one of the investment channels discussed below, the issuing bank originates and issues proceeds of the loan to the borrower, net of the origination fee charged and retained by the issuing bank. After the loan is issued, we use the proceeds from investors to purchase the loan from the issuing bank. Investor cash balances are held in segregated bank or custodial accounts and are not commingled with our monies. If insufficient investor commitments are received and the Company does not elect to purchase loans with its own capital, the loan is not funded. 5 • Generating competitive risk-adjusted returns efficiently: the nature of the asset class available through, and the scale of, our marketplace platform enables us to efficiently generate competitive risk-adjusted returns for investors. • Portfolio diversification: unsecured personal loans can offer duration, geographic and/or asset diversification to investors. LENDINGCLUB CORPORATION
  • 24. Our issuing bank for unsecured personal and auto loans is WebBank, a Utah-chartered industrial bank, member Federal Deposit Insurance Corporation (FDIC), that handles a variety of consumer financing programs. We have entered into: (i) a marketing and program management agreement with WebBank that governs the terms and conditions between us and WebBank with respect to loans facilitated through our lending marketplace and originated by WebBank and (ii) a servicing agreement that governs our loan servicing obligations for loans during the period of time that the loans are owned by WebBank. WebBank pays us a transaction fee for our role in processing loan applications through our lending marketplace on WebBank’s behalf. The transaction fee we earn corresponds with the origination fee that WebBank charges the borrower. We pay WebBank a monthly program fee based on the amount of loans issued by WebBank and purchased by us or our investors in a given month, subject to a minimum monthly fee. Under contractual agreements, WebBank may sell us loans without recourse two business days after WebBank originates the loan. The marketing and program management agreement and the loan and receivable sale agreement both initially terminate in January 2023, with two additional automatic one-year renewal terms, subject to certain early termination provisions set forth in the agreements. Our issuing banks for education and patient finance loans are NBT Bank and Comenity Capital Bank, which originate and service education
  • 25. and patient finance loans. These issuing banks retain some of these loans while others are offered to private investors or purchased by us. In instances where we are unable to arrange for private investors to purchase education and patient finance loans, we are contractually required to purchase them. For our role in loan facilitation, we recognize transaction fees paid by the issuing banks and education and patient service providers once the loan is issued and the proceeds are delivered to the borrower. As of the date of this Report, no backup issuing banks have originated any loans facilitated through our marketplace and we do not have backup issuing bank arrangements. Small and Medium-Sized Business (SMB) loans are provided through partnerships with Opportunity Fund and Funding Circle. 6 LENDINGCLUB CORPORATION Our business Our customers
  • 26. Borrowers: Our marketplace facilitates unsecured personal loans that are primarily used to refinance credit card balances and secured personal loans, that are primarily used to re-finance auto loans. Unsecured loans are also used to make major purchases (including home improvement, education and healthcare costs) or for other purposes. Borrowers applying for loans through our programs must meet certain minimum credit requirements, including a FICO score, satisfactory debt-to-income ratios, satisfactory credit history and a limited number of credit inquiries in the previous six months. After a credit scoring and decisioning process, an issuing bank partner offers loans to successful applicants. For personal prime loans under our standard program, loan amounts are between $1,000 to $40,000, with maturities of three or five years, fixed interest rates, monthly amortizing payments, and no prepayment penalties. Personal loans that fall outside of the credit criteria for the standard program, including loans made to super-prime and near-prime borrowers, might qualify under our custom program and include amounts from $1,000 to $50,000, maturities of three or five years, fixed interest rates, and no prepayment penalties. For auto loans, loan amounts are between $5,000 to $55,000, with maturities ranging between two to seven years, monthly amortizing payments, and no prepayment penalties. Loans facilitated through our platform do not have interest rates or annual percentage rates in excess of 36%, which is often regarded as a benchmark for responsible lending.
  • 27. We offer borrowers multiple features to lower their cost of debt and enhance their financial health, including: balance transfers, where a borrower’s existing credit card debt is paid down and the loan is consolidated into a fixed-rate term loan; and joint applications, where borrowers may receive a better rate when they jointly apply for a personal loan. Investors: Once an account has been opened and funded, investors may purchase LendingClub Member Payment Dependent Notes, which are securities for which cash flows to investors are dependent upon principal and interest payments made by borrowers with unsecured prime personal loans (Notes). A portion of the standard loan program (Prime Loans) are randomly allocated and listed based on demand at a grade and term level to retail investors purchasing interests in fractions of unsecured personal loans. All investors are provided access to a borrower’s proprietary credit grade and credit profile data on each approved and listed loan, as well as historical performance data on Prime Loans issued through our lending marketplace since its inception. When an investor opens an account with us, the investor enters into an investor agreement that governs the investor’s purchases of Notes. Our Notes channel is supported by our website and our Investor Services group, which provides basic customer support to these investors. Investor cash balances (excluding payments in process) are held
  • 28. in segregated bank or custodial accounts and are not commingled with our monies. Products: The majority of loans facilitated through our lending marketplace are funded by either: (i) the sale of whole loans to banks and other institutional investors or (ii) the issuance of securities through our Structured Programs. Structured Program transactions include (i) asset-backed … UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 or For the fiscal year ended December 31, 2018 Commission File Number: 001-36771 (415) 632-5600 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None
  • 29. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý 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 ý 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 ý No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not Section 1: 10-K (10-K) FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  • 30. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 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, California 94105 (Address of principal executive offices) (Zip Code) Title of each class: Name of each exchange on which registered: Common Stock, par value $0.01 per share New York Stock Exchange contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
  • 31. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. 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. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,203,462,456 based on the closing price reported for such date on the New York Stock Exchange. Shares of the registrant’s common stock held by each executive officer, director and holder of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. As of February 15, 2019, there were 429,771,215 shares of the registrant’s common stock outstanding.
  • 32. Documents Incorporated by Reference Portions of the registrant’s Definitive Proxy Statement for the Registrant’s 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2018. Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o LENDINGCLUB CORPORATION Annual Report On Form 10-K For Fiscal Year Ended December 31, 2018 TABLE OF CONTENTS PART I 3
  • 33. Item 1. Business 3 Item 1A. Risk Factors 20 Item 1B. Unresolved Staff Comments 45 Item 2. Properties 45 Item 3. Legal Proceedings 45 Item 4. Mine Safety Disclosures 45 PART II 46 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 46 Item 6. Selected Financial Data 48 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 50 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 85 Item 8. Financial Statements and Supplementary Data 89 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 155 Item 9A. Controls and Procedures 155 Item 9B. Other Information 157 PART III 157 Item 10. Directors, Executive Officers and Corporate Governance 157 Item 11. Executive Compensation 157 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 157 Item 13. Certain Relationships and Related Transactions, and Director Independence 157 Item 14. Principal Accountant Fees and Services 157
  • 34. PART IV 158 Item 15. Exhibits and Financial Statement Schedule 158 Item 16. Form 10-K Summary 158 Signatures 159 Exhibit Index 161 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): Forward-Looking Statements This Annual Report on Form 10-K (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 and
  • 35. expected market growth. 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: 1 • Various wholly-owned Delaware limited liability companies established to enter into warehouse credit agreements with certain lenders for secured credit facilities. • Various entities established to facilitate LendingClub- sponsored asset-backed securities transactions, including transactions where certain accredited investors and qualified institutional buyers have the opportunity to invest in a pool of unsecured personal whole loans in a certificated form (CLUB Certificates). • 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.
  • 36. • Springstone Financial, LLC (Springstone), a wholly-owned Delaware limited liability company that facilitates the origination of education and patient finance loans by third-party issuing banks. • LendingClub Asset Management, LLC (LCAM), a wholly- owned subsidiary of LendingClub that acts as the general partner for certain private funds. In December 2018, LCAM completed the liquidation of the assets in the private funds that it manages. • the ability of borrowers to repay loans and the plans of borrowers; • our ability to maintain investor confidence in the operation of our platform; • the likelihood of investors to continue to, directly or indirectly, invest through our platform; • our ability to secure new or additional sources of investor commitments for our platform; • expected rates of return for investors; • the effectiveness of our platform’s credit scoring models; • the use of our own capital to purchase loans; • maintaining liquidity and capital availability to support purchase of loans, contractual commitments and obligations (including repurchase obligations or other commitments to purchase loans), regulatory obligations to fund loans, and general strategic directives (such as with respect to product testing or supporting our Company-sponsored securitizations and CLUB Certificate transactions), and to support marketplace equilibrium across our platform; • the impact of holding loans on and our ability to sell loans off
  • 37. our balance sheet; • transaction fees or other revenue we expect to recognize after loans are issued by the issuing banks who originate loans facilitated through our platform; • interest income on our loans invested in by the Company and the negative fair value adjustments on associated loans; • 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; • capital expenditures; • interest rate risk and credit performance associated with the outstanding principal balance of loans and other securities and their impact to investor returns and demand for our products; LENDINGCLUB CORPORATION 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 cautionary statements included in this Report, particularly in the “Risk Factors” section
  • 38. of this Report, as well as in our consolidated financial statements, related notes, and other information appearing elsewhere in this Report and our other filings with the Securities and Exchange Commission, 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. 2 • the impact of new accounting standards; • the impact of pending litigation and regulatory investigations and inquiries; • our compliance with applicable local, state and Federal laws, regulations and regulatory developments or court decisions affecting our business; • investor, borrower, platform and loan performance-related factors that may affect our revenue; • the potential adoption rates and returns related to new
  • 39. products and services; • the potential impact of macro-economic developments that could impact the credit performance of our loans, notes, certificates and secured borrowings, and influence borrower and investor behavior; • our ability to develop and maintain effective internal controls; • our ability to recruit and retain quality employees to support current operations and future growth; • the impact of expense initiatives and review of 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 SEC. LENDINGCLUB CORPORATION PART I Item 1. Business Our Mission Our vision is to provide Americans a path to financial health. We do this by leveraging technology and a marketplace model to seamlessly deliver access to fair and affordable credit. Overview
  • 40. LendingClub was incorporated in Delaware on October 2, 2006, and operates America’s largest online lending marketplace platform that connects borrowers and investors. Borrowers access installment loans through a fast and easy-to-use online and mobile interface. Investors provide capital to enable the funding of loans in exchange for earning attractive returns. Our marketplace enables more efficient credit decisioning, pricing, servicing and support operations. We operate fully online with no branch infrastructure, and use technology to deliver a seamless experience. Loans facilitated through our lending marketplace are funded by the sale of whole loans to banks and institutional investors, the issuance of notes to our self-directed investors, the issuance of certificates to certain investors, or funded directly by the Company with its own capital. Additionally, we have the capability to securitize loans and to facilitate CLUB Certificate transactions to further expand our investor base. We have developed our proprietary technology platform to support our lending marketplace and offer a variety of our issuing banks’ loan products to interested borrowers and investors. Our proprietary technology automates certain key aspects of our operations, including administration of the borrower application process, data gathering, applying credit decisioning, scoring and underwriting standards of the related issuing bank to an application, loan funding, investing and servicing, regulatory compliance and fraud detection. Our platform offers
  • 41. analytical tools and data to facilitate investor decision making. We generate revenue primarily from transaction fees derived from our platform’s role in marketing to borrowers, and accepting and decisioning applications for our bank partners to enable loan originations. Additionally, we earn investor fees that include servicing fees from investors for various services, including servicing and collection efforts, gains on sales of loans, interest income earned net of interest expense and fair value gains/losses from loans invested in by the Company and held on our balance sheet. Industry Background and Trends We believe a transparent and open marketplace where borrowers and investors have access to information, complemented by technology and tools, can make credit more affordable and attract new sources of capital. We further believe that online lending marketplaces facilitate more efficient deployment of capital. Lending Is Essential to the Economy We believe the ability of individuals and small businesses to access affordable credit is essential to stimulating and sustaining a healthy, diverse and innovative economy. Lending to consumers provides financial flexibility and gives households better control over when and how to purchase goods and services. Borrowers Are Inadequately Served by Credit Cards
  • 42. Traditionally, consumers have turned to credit cards to meet their needs for small balance loans. While credit cards can be convenient as a payment mechanism, they are an expensive long-term financing solution for borrowers. Borrowers who carry a balance on their cards are often subject to high, variable interest rates and the possibility of 3 LENDINGCLUB CORPORATION incurring additional fees and penalties. Additionally, a broad population of borrowers are charged the same high interest rates on their balances, regardless of an individual’s specific risk profile, so lower-risk borrowers often subsidize higher-risk borrowers. Self-directed Investors Have Had Limited Options to Participate in Consumer Credit Historically, access to most consumer loans as an investment product was limited to the banks that hold loans on their balance sheets or to structured securitized products that were syndicated to large institutional investors. Depositors effectively fund the loans made by the banking system, but they share little in the direct returns of these loans as evidenced by the low yields on various fixed income investment or deposit
  • 43. products offered by banks. Online Marketplaces Have Proliferated Throughout the Economy Online marketplaces have emerged to connect buyers and sellers across many industries to increase choice, improve quality, accelerate the speed of decision making and lower costs. We believe a successful online marketplace must act as a trusted intermediary providing transparency, security, supply and demand balance, and ease of use to give marketplace participants an incentive to interact and the confidence to do business together. Initial online marketplaces connected buyers and sellers of goods and services – primarily moving demand from offline to online and making the transaction process more efficient. Online marketplaces have evolved to unlock supply and demand that could not previously be matched in an efficient manner offline. Our Marketplace Solution We believe that our lending marketplace provides the following benefits to borrowers:
  • 44. We believe that our lending marketplace provides the following benefits to investors: 4 • Access to Affordable Credit. Our proprietary lending marketplace model, easily accessible online delivery and process automation enable us to offer a wide range of borrowers interest rates that are lower on average than the rates charged by banks for credit cards, and make us competitive within the lending marketplace space for installment loans. Loans facilitated through our platform do not have interest rates or annual percentage rates in excess of 36%, which is often regarded as a benchmark for responsible lending. • Superior Borrower Experience. We offer a fast and easy-to-use online and mobile application process and provide borrowers with
  • 45. access to live support and online tools throughout the process and over the term of the loan. • Transparency. The installment loans facilitated through our lending marketplace each feature a fixed interest rate and an origination fee that is disclosed to the borrower during the application process, with fixed monthly payments and the ability to prepay the balance at any time without penalty. Our platform utilizes an automated, rules-based engine for applying the underwriting standards of the related issuing bank partner to an application and income verification, which significantly reduces the human bias associated with reviewing applications. • Fast and Efficient Decisioning. We combine advanced credit decisioning techniques with a rich proprietary data set to assess risk, detect fraud, determine a credit rating and quickly assign an appropriate interest rate in accordance with the issuing bank’s credit model.
  • 46. • Access to a New Asset Class. We offer investors access to the consumer credit asset class through a variety of products, including whole loan sales, securitizations, CLUB Certificates, and notes. All investors can invest in personal loans facilitated through our standard loan program. Additionally, qualified investors can invest in loans facilitated through our custom loan program in private transactions. The consumer credit asset class has historically been funded and held by financial institutions or large institutional investors. LENDINGCLUB CORPORATION Our Competitive Strengths We believe the following strengths differentiate us from our
  • 47. competitors and provide us with competitive advantages in realizing the potential of our market opportunity: Products Borrowers Our lending marketplace facilitates several types of loan products. Personal Loans. Our lending marketplace facilitates unsecured personal loans that can be used to refinance credit card balances, make major purchases or for other purposes. Personal loans are offered through both our standard and custom loan programs and we offer multiple features including the ability for joint applications and balance transfers where a borrower’s existing debt is paid down. Personal loans
  • 48. approved through our standard loan program represent loans made to prime borrowers, and include amounts from $1,000 to $40,000, maturities of three or five years, fixed interest rates, and no prepayment penalties. These loans must meet certain minimum credit requirements, including a FICO score of at least 660, satisfactory debt-to-income ratios, 36 months of credit history 5 • Competitive Risk-Adjusted Returns. We seek to provide investors with competitive risk-adjusted returns on loans facilitated through our lending marketplace. • Transparency. We seek to provide investors with transparency and choice in building their loan portfolios. • Easy-to-Use Tools. We seek to provide investors with tools to easily build and modify customized and diversified portfolios by utilizing the provided application programming interface (API) to invest in loans tailored to their investment objectives and to
  • 49. assess the returns on their portfolios. Retail investors can also enroll in automated investing, a free service that automatically invests any available cash in loans according to such investor’s specified criteria. • Leading Online Lending Marketplace. We are America’s largest online lending marketplace connecting borrowers and investors, based on approximately $10.9 billion in loan originations during the year ended December 31, 2018, as further discussed in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Current Economic and Business Environment.” • Robust Network Effects. Our online lending marketplace exhibits network effects that are driven by the number of participants and investments enabled through our lending marketplace. More participation leads to greater potential to match borrowers with investors. Additionally, increased participation results in the generation of substantial data that is used to improve the effectiveness of
  • 50. the credit decisioning and scoring models, investment by larger investors with lower cost of capital, enhance our performance record and generate increasing trust in our lending marketplace. • Technology Platform. Our technology platform powers our online lending marketplace and enables us to deliver proprietary solutions to borrowers and investors. Our technology platform automates most of our operations. • Proprietary Risk Assessment. We use proprietary algorithms to apply the respective issuing bank’s credit model that leverage behavioral data, transactional data, bank data and employment information to supplement traditional risk assessment tools, such as Fair Isaac Corporation (FICO) scores. We have built our technology platform to automate the application of these proprietary algorithms to each individual borrower’s application profile. This approach allows us to evaluate and segment each potential borrower’s risk profile and price the loan accordingly.
  • 51. LENDINGCLUB CORPORATION and a limited number of credit inquiries in the previous six months. Personal loans that fall outside of the credit criteria for the standard program, including loans made to super-prime and near-prime borrowers, might qualify under our custom program and include amounts from $1,000 to $50,000, maturities of three or five years, fixed interest rates, and no prepayment penalties. Education and Patient Finance Loans. We facilitate unsecured education and patient installment loans and promotional rate and promotional no-interest loans through Springstone, a wholly- owned subsidiary of the Company, and its issuing bank partners. Installment loan terms include amounts from $2,000 to $50,000, maturities from two to seven years, fixed interest rates and no prepayment penalties. The promotional rate and no-interest loan terms include amounts ranging from $499 to $32,000, maturities from six months to five years, and a fixed promotional interest rate or no required interest payment
  • 52. if the balance is paid in full during the promotional period, which can range from 6 to 60 months. For both the promotional rate and no- interest loans, there is no prepayment penalty and borrowers have the flexibility and discretion to pay as much or as little of the outstanding principal balance during the promotional period, subject to applicable minimums. After the promotional period, promotional rate and no-interest loans will adjust to a predetermined fixed interest rate. Auto Refinance Loans. We facilitate secured auto refinance loans that can be used to help eligible consumers save money by refinancing into more affordable loans with lower rates and better loan terms. Installment loan terms include amounts ranging from $5,000 to $55,000, with maturities ranging from two to six years. Borrowers are required to make monthly amortizing payments, and there are no prepayment penalties. Small Business Loans. We facilitate small business loans that enable small business owners to expand their business, purchase equipment or
  • 53. inventory, or meet other obligations at an affordable rate. Small business loans are fixed-rate loans in amounts ranging from $5,000 to $300,000, with maturities of one to five years, and contain no prepayment penalties or fees. Investors Investors have the opportunity to invest in a wide range of loans based on term and credit characteristics. Personal loans that are approved through the standard loan program are offered to all investors on our platform. Custom program loans, which include loans made to super- prime and near-prime borrowers, education and patient finance loans, auto refinance loans, new offerings, and other loans that fall outside of the credit criteria of the standard program, are offered to private investors only. All investors are provided access to a borrower’s proprietary credit grade and credit profile data on each approved and listed loan, as well as historical performance data on loans issued through our lending marketplace since its inception.
  • 54. Upon the completion of loan sales and securitizations, the investor owns all rights, title and interest in the loan. We establish the investors’ accounts and the procedures for the purchase of loans, including any negotiated purchase amount limitations. We and the investor also typically make representations and warranties and agree to indemnify each other for certain breaches of the purchase agreement. For the vast majority of our whole loans sold, the investor also agrees to simultaneously enter into a servicing agreement with us to service the sold loan. We can be removed as the servicer in limited circumstances. For certain loans, under our contractual relationships we are not the servicer. For regulatory purposes, the investor has access to the underlying borrower information, but is generally prohibited from contacting or marketing to the borrower and agrees to hold such borrower information in compliance with all applicable privacy laws. We make loans available through a Scale program and a Select program. Once loans are approved on the platform, they are randomly allocated at a grade and term level under the Scale program to
  • 55. retail investors purchasing interests in fractions of loans or to institutional investors purchasing whole loans. This helps to ensure that investors have access to comparable loans and loans are allocated randomly. Under the Select program, investors can specifically identify loans they want to purchase. 6 LENDINGCLUB CORPORATION Our success depends in part on investors participating on our lending marketplace and, as of the date of this Report, we have a variety of investors on our platform that enable us to facilitate our origination volume. However, a relatively small number of loan investors, including us, represent a large percentage of the capital on our platform,
  • 56. which enable the funding of loans and our associated transaction fee revenue. See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – … KEY POINTS Kate Rooney @ K R 0 0 N E Y S H A R E ! " # $ T E C H LendingClub slashes roughly 30% of workforce as Covid-19 dampens demand for loans P U B L I S H E D T U E , A P R 2 1 2 0 2 0 • 6 : 2 5 P M E D T U P D AT E D M O M E N T S A G O
  • 57. The online lender says it will lay off 460 people, accounting for about 30% of its current workforce LendingClub CEO, Scott Sanborn, says the virus outbreak is having an “unprecedented effect” on consumers and small businesses, resulting in a reduction in demand for personal loans. “With these actions, we believe we are well positioned to achieve our long-term strategic goals and better serve our members, who will need us more than ever, once the economy stabilizes,” Sanborn, who will take a 30% pay cut, says in a statement. % https://www.cnbc.com/kate-rooney/
  • 58. https://twitter.com/Kr00ney https://www.cnbc.com/technology/ https://www.cnbc.com/world/ Lending Club banners hang on the facade of the New York Stock Exchange for it’s IPO on December 11, 2014 in New York. Don Emmert | AFP | Getty Images LendingClub is cutting roughly a third of its staff as the Covid- 19 slowdown dampens demand for consumer loans. The company, which pioneered online personal loans, said in a regulatory filing Tuesday that it would lay off 460 people -- or about 30% of its workforce. LendingClub CEO Scott Sanborn said the virus outbreak was having an “unprecedented effect” on consumers and small businesses, resulting in a drop in demand for personal loans. The move was necessary to “realign” staffing with the current
  • 59. business environment, he said. “With these actions, we believe we are well positioned to achieve our long-term strategic goals and better serve our members, who will need us more than ever, once the economy stabilizes,” https://www.cnbc.com/quotes/?symbol=LC https://www.sec.gov/ix?doc=/Archives/edgar/data/1409970/000 140997020000505/form8-kasfiledon42120.html Sanborn said in a statement. The company also said it was reducing executives’ salaries by 25%. Sanborn, meanwhile, will take a 30% pay cut. LendingClub calls itself the biggest U.S. provider of personal loans, and had been part of the wave of tech-focused firms getting in on marketplace lending. The company had the biggest domestic tech IPO of 2014. But two years, the company was dealt a blow when LendingClub’s founder was ousted amid irregularities
  • 60. with loan practices. It’s now one of many fintech loan providers feeling the effects of the recent small business slowdown. Fellow online lender Kabbage furloughed workers in late March, according to TechCrunch. Unlike some of its peers, Lending Club was did not apply to be a lender for the U.S. governments Paycheck Protection Program. It is however, facilitating loans to Opportunity Fund and Funding Circle, who are funding the government-backed loans. In February, LendingClub became the first U.S. fintech company to acquire a bank. The company said it was buying Boston- based, Radius Bancorp for $185 million to give it access a stable and cheaper source of funding. Shares of the Lending Club were down 4% in regular trading Tuesday, and have fallen more than 40% this year.
  • 61. https://www.wsj.com/articles/lendingclub-ceo-resigns-over- sales-review-1462795070 https://techcrunch.com/2020/03/30/smb-loans-platform- kabbage-to-furlough-a-significant-number-of-staff-close-office- in-bangalore/ https://www.cnbc.com/2020/04/11/paypal-intuit-quickbooks- approved-for-coronavirus-small-business-loan.html https://www.cnbc.com/quotes/?symbol=LC V I D E O 0 4 : 4 1 LendingClub CEO on why Radius Bank acquisition matters Subscribe to CNBC PRO Licensing & Reprints CNBC Councils Supply Chain Values Advertise With Us Join the CNBC Panel Digital Products News Releases Closed Captioning Corrections About CNBC Internships
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