8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2015

LendingClub Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36771
Delaware	51-0605731
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
71 Stevenson St., Suite 300, San Francisco, CA 94105
(Address of principal executive offices and zip code)
(415) 632-5600 (Registrant's telephone number, including area code)
N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On October 29, 2015, LendingClub Corporation ("Lending Club") issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Lending Club is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits
Exhibit Number	Exhibit Title or Description
99.1	Press Release dated October 29, 2015

SIGNATURE(S)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LendingClub Corporation
Date: October 29, 2015	By:	/s/ Carrie Dolan
		Carrie Dolan
		Chief Financial Officer
		(duly authorized officer)

EX-99.1

Exhibit 99.1

Lending Club Reports Third Quarter 2015 Results

Q3 operating revenue up 104% year-over-year to $115.1 million

SAN FRANCISCO – October 29, 2015 – Lending Club (NYSE: LC), the world’s largest online marketplace connecting borrowers and investors, today announced financial results for the third quarter ended September 30, 2015 and again raised its outlook for the remainder of the year.

	Quarter Ended September 30,						Nine Months Ended September 30,
($ in millions)	2015		2014		% Change		2015		2014		% Change
Originations	$	2,235.6	$	1,165.2	92	%	$	5,782.5	$	2,962.5	95	%
Operating Revenue	$	115.1	$	56.5	104	%	$	292.2	$	143.9	103	%
Adjusted EBITDA (1)	$	21.2	$	7.5	181	%	$	45.2	$	13.4	238	%

⁽¹⁾Adjusted EBITDA is a non-GAAP financial measure. Please see the discussion below under the heading "Non-GAAP Measures" and the reconciliation at the end of this release.

“We had another spectacular quarter, with revenue growth re-accelerating from 98% to 104%, and EBITDA jumping 181% year-over-year to reach 18.4% margin ,” said Lending Club founder and CEO Renaud Laplanche. “With over 1.2 million customers, continuously high customer satisfaction, strong credit performance, increased marketing efficiency and lower customer acquisition costs, we are continuing to observe tremendous network effects and benefits of scale. Our results this quarter combined with our raised Q4 outlook lead us to forecast a near doubling of revenue again this year and look toward 2016 with high confidence.”

Third Quarter 2015 Financial Highlights

Originations – Loan originations in the third quarter of 2015 were $2.24 billion, compared to $1.17 billion in the same period last year, an increase of 92% year-over-year. The Lending Club platform has now facilitated loans totaling over $13.4 billion since inception.

Operating Revenue – Operating revenue in the third quarter of 2015 was $115.1 million, compared to $56.5 million in the same period last year, an increase of 104% year-over-year. Operating revenue as a percent of originations, or revenue yield, was 5.15% in the third quarter, up from 4.85% in the prior year.

Adjusted EBITDA ⁽²⁾– Adjusted EBITDA was $21.2 million in the third quarter of 2015, compared to $7.5 million in the same period last year. As a percent of operating revenue, Adjusted EBITDA margin increased to 18.4% in the third quarter of 2015, up from 13.3% in the prior year.

Net Income – GAAP net income was $1.0 million for the third quarter of 2015, compared to a net loss of $7.4 million in the same period last year. GAAP net income included $13.5 million of stock-based compensation expense during the third quarter of 2015, compared to $10.5 million in the prior year.

Earnings Per Share (EPS) – Basic and diluted earnings per share was $0.01 for the third quarter, compared to basic and diluted EPS of ($0.12) in the same period last year.

Adjusted EPS ⁽²⁾ – Adjusted EPS was $0.04 for the third quarter of 2015, compared to $0.02 in the same period last year.

Cash, Cash Equivalents and Securities Available for Sale – As of September 30, 2015, cash, cash equivalents and securities available for sale totaled $918 million, with no outstanding debt.

“The third quarter demonstrated the operating leverage inherent in our business model, with marketing and operational efficiency delivering record contribution margin, flowing through to higher than planned EBITDA and GAAP profitability,” said Carrie Dolan, CFO. “We remain excited by the opportunity that lies ahead and will continue to invest in product, automation, risk management and channel development to strengthen our platform and continue to penetrate and further expand our addressable market. We head into the fourth quarter with strong momentum and the confidence to raise our outlook for both revenue and margin.”

Recent Business Developments

• Rolled out a business line of credit product, ranging from $5,000 to $300,000, giving small businesses flexible access to affordable credit with interest rates starting at 5.9%. Business owners can draw the amount they need at any time, thus reducing the overall cost of their credit. Lending Club piloted the product with Alibaba.com and Ingram Micro customers in the last few months, and has now made it widely available to all qualified small businesses on its platform.

• Launched Lending Club Open Integration that allows online advisors and broker-dealers to effortlessly offer Lending Club investments to their clients, using a set of Application Programming Interface (API) services that integrate directly into their distribution platforms. It provides the same functionality that currently exists on Lendingclub.com, including money movement, investing, reinvesting, real-time reporting of cash and holdings, and tax reporting.

• Opened to retail investors in six new states during the third quarter and another three states subsequent to quarter end: Arkansas, Iowa, Indiana, Kansas, Missouri, Nebraska, Oklahoma, South Carolina, and Tennessee. Lending Club is now available to retail investors in 39 states.

• Lending Club has facilitated over $13.4 billion in loans to more than 1.1 million borrowers since it launched in 2007. It counts over 100,000 active investors.

Guidance and Outlook

Based on the information available as of October 29, 2015, Lending Club provides the following outlook:

Fourth Quarter 2015

Operating Revenues in the range of $128 million to $130 million, up from a previous range of $122 million to $124 million.

Adjusted EBITDA ⁽²⁾in the range of $19 million to $21 million, up from a previous range of $13 million to $15 million.

Full Year 2015

Total Revenues in the range of $420 million to $422 million, up from $405 million to $409 million previously.

Adjusted EBITDA ⁽²⁾ in the range of $64 million to $66 million, up from $49 million to $53 million previously.

Full Year 2016 Outlook

Operating revenue growth of 70% and EBITDA margin expansion to 18% of revenues.

⁽²⁾ Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures. Please see the discussion below under the heading "Non-GAAP Measures" and the reconciliations at the end of this release.

About Lending Club

Lending Club's mission is to transform the banking system to make credit more affordable and investing more rewarding. The company's technology platform enables it to deliver innovative solutions to borrowers and investors. Since launching in 2007, the Lending Club platform has facilitated over $13.4 billion in consumer loans and has more than doubled annual loan volume each year. We operate at a lower cost than traditional bank lending programs, so we're able to pass the savings on to borrowers in the form of lower rates and to investors in the form of solid returns. Lending Club has been prominently recognized as a leader for its growth and innovation, including being named one of Forbes' America's Most Promising Companies three years in a row, a CNBC Disruptor two years in a row, a 2012 World Economic Forum Technology Pioneer, and one of The World's 10 Most Innovative Companies in Finance by Fast Company. Lending Club is based in San Francisco, California. More information is available at https://www.lendingclub.com. Currently only residents of the following states may invest in Lending Club notes: AR, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY (accredited investors), LA, MA, ME, MN, MO, MS, MT, NE, NH, NV, NY, OK, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, or WY. All loans made by WebBank, a Utah-chartered Industrial Bank, Member FDIC.

Conference Call and Webcast Information

The Lending Club Third Quarter 2015 webcast and teleconference is scheduled to begin at 2:00 p.m. Pacific Time on Thursday, October 29, 2015. A live webcast of the call will be available at http://ir.lendingclub.com under the Events & Presentations menu. To access the call, please dial +1 (888) 317-6003, or outside the U.S. +1 (412) 317-6061, with conference ID 9876352, ten minutes prior to 2:00 p.m. Pacific Time (or 5:00 p.m. Eastern Time). An audio archive of the call will be available at http://ir.lendingclub.com. An audio replay will be also available the evening of October 29, 2015, until November 6, 2015, by calling +1 (877) 344-7529 or +1 (412) 317-0088, with Conference ID 10074110.

Contacts

For Investors:

James Samford

IR@lendingclub.com

Press Contact:

Grayling PR

(415) 593-1400

LendingClub@grayling.com

Non-GAAP Measures

Our non-GAAP measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. Contribution, contribution margin, adjusted EBITDA, adjusted EBITDA margin, and adjusted EPS should not be viewed as substitutes for, or superior to, net income (loss), and basic and diluted EPS, as prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these measures differently, which may reduce their usefulness as a comparative measure. Contribution, contribution margin, adjusted EBITDA, adjusted EBITDA margin and adjusted EPS do not consider the potentially dilutive impact of stock-based compensation. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and adjusted EBITDA and adjusted EBITDA margin do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements. Adjusted EBITDA and adjusted EBITDA margin do not reflect tax payments that may represent a reduction in cash available to us. Please see the “Reconciliation of GAAP to Non-GAAP Measures” tables at the end of this release.

In evaluating contribution, contribution margin, adjusted EBITDA, adjusted EBITDA margin and adjusted EPS, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation.

Safe Harbor Statement

Some of the statements in this above are "forward-looking statements." The words "anticipate," "believe," "estimate," "expect," "intend," "may," “outlook,” "plan," "predict," "project," "will," "would" and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company 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. Actual results or events could differ materially from the plans, intentions and expectations disclosed in forward-looking statements. The Company does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Information in this press release is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Additional information about Lending Club is available in the prospectus for Lending Club’s notes, which can be obtained on Lending Club’s website at https://www.lendingclub.com/info/prospectus.action.

LENDINGCLUB CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

	Three months ended September 30,					Nine months ended September 30,
	2015		2014			2015			2014
Operating revenue
Transaction fees	$	100,420	$	52,622		$	258,553		$	133,835
Servicing fees	8,999		3,053			20,870			6,301
Management fees	2,900		1,608			7,663			4,163
Other revenue (expense)	2,743		(745		)	5,140			(438		)
Total operating revenue	115,062		56,538			292,226			143,861
Net interest income (expense) after fair value adjustments	1,214		(474		)	2,199			(854		)
Total net revenue	116,276		56,064			294,425			143,007
Operating expenses (1):
Sales and marketing	44,961		21,001			120,162			60,808
Origination and servicing	17,573		10,167			45,540			26,135
General and administrative
Engineering and product development	18,320		9,235			46,710			22,987
Other	33,239		22,613			89,328			55,875
Total operating expenses	114,093		63,016			301,740			165,805
Income (loss) before income tax expense	2,183		(6,952		)	(7,315		)	(22,798		)
Income tax expense	1,233		419			2,249			1,059
Net income (loss)	$	950	$	(7,371	)	$	(9,564	)	$	(23,857	)
Basic net income (loss) per share attributable to common stockholders	$	0.00	$	(0.12	)	$	(0.03	)	$	(0.41	)
Diluted net income (loss) per share attributable to common stockholders	$	0.00	$	(0.12	)	$	(0.03	)	$	(0.41	)
Weighted-average common shares – Basic	375,982,120		59,844,394			373,605,274			57,958,838
Weighted-average common shares – Diluted	401,934,880		59,844,394			373,605,274			57,958,838

⁽¹⁾ Includes stock-based compensation expense as follows:

	Three months ended September 30,				Nine months ended September 30,
	2015		2014		2015		2014
Sales and marketing	$	2,048	$	912	$	5,373	$	5,029
Origination and servicing	818		599		2,406		1,427
General and administrative
Engineering and product development	2,554		1,492		6,392		3,487
Other	8,059		7,534		23,387		15,946
Total stock-based compensation expense	$	13,479	$	10,537	$	37,558	$	25,889

LENDINGCLUB CORPORATION

OPERATING AND FINANCIAL HIGHLIGHTS

(In thousands, except percentages and number of employees, or as noted)

(Unaudited)

																September 30, 2015
	Three months ended															% Change
	September 30, 2014			December 31, 2014			March 31, 2015			June 30, 2015			September 30, 2015			Q/Q		Y/Y
Operating Highlights:
Loan originations (in millions)	$	1,165		$	1,415		$	1,635		$	1,912		$	2,236		17	%	92	%
Operating revenue	$	56,538		$	69,551		$	81,045		$	96,119		$	115,062		20	%	104	%
Contribution (1)	$	26,881		$	32,672		$	35,721		$	43,188		$	55,393		28	%	106	%
Contribution margin (1)	47.5		%	47.0		%	44.1		%	44.9		%	48.1		%	N/M		N/M
Adjusted EBITDA (1)	$	7,517		$	7,916		$	10,646		$	13,399		$	21,157		58	%	181	%
Adjusted EBITDA margin (1)	13.3		%	11.4		%	13.1		%	13.9		%	18.4		%	N/M		N/M
Adjusted EPS - diluted (1)	$	0.02		$	0.01		$	0.02		$	0.03		$	0.04		N/M		N/M
Standard Program Originations by Investor Type:
Managed accounts, individuals	44		%	48		%	51		%	50		%	44		%
Self-managed, individuals	25		%	19		%	24		%	20		%	20		%
Institutional investors	31		%	33		%	25		%	30		%	36		%
Total	100		%	100		%	100		%	100		%	100		%
Originations by Program:
Standard program	75		%	78		%	79		%	76		%	76		%
Custom program	25		%	22		%	21		%	24		%	24		%
Total	100		%	100		%	100		%	100		%	100		%
Servicing Portfolio by Method Financed (in millions, at end of period):
Notes	$	983		$	1,055		$	1,210		$	1,314		$	1,458		11	%	48	%
Certificates	1,601			1,797			2,067			2,381			2,692			13	%	68	%
Whole loans sold	1,373			1,874			2,300			2,853			3,548			24	%	158	%
Total	$	3,957		$	4,726		$	5,577		$	6,548		$	7,698		18	%	95	%
Select Balance Sheet Information (in millions, at end of period):
Cash and cash equivalents	$	83		$	870		$	874		$	490		$	579		18	%	N/M
Securities available for sale	$	—		$	—		$	—		$	398		$	339		(15	)%	N/M
Loans	$	2,534		$	2,799		$	3,231		$	3,637		$	4,069		12	%	61	%
Notes and certificates	$	2,552		$	2,814		$	3,249		$	3,660		$	4,095		12	%	60	%
Total assets	$	2,815		$	3,890		$	4,328		$	4,783		$	5,360		12	%	90	%
Total stockholders' equity	$	142		$	973		$	982		$	996		$	1,016		2	%	N/M
Condensed Cash Flow Information:
Net cash flow from operating activities	$	13,258		$	14,525		$	6,495		$	15,278		$	31,577
Cash flow related to loans	(241,279		)	(304,472		)	(479,976		)	(458,923		)	(504,065		)
Other	(10,382		)	(27,125		)	1,276			(425,803		)	(53,427		)
Net cash used in investing activities	(251,661		)	(331,597		)	(478,700		)	(884,726		)	(557,492		)
Cash flow related to notes and certificates	248,802			301,593			483,543			462,978			507,870
Other	3,317			802,585			(6,993		)	22,811			106,785
Net cash flow from financing activities	252,119			1,104,178			476,550			485,789			614,655
Net change in cash and cash equivalents	$	13,716		$	787,106		$	4,345		$	(383,659	)	$	88,740
Employees and contractors (2)	742			843			976			1,136			1,305

Notes:

N/M Not meaningful.

⁽¹⁾ Represents a Non-GAAP measure. See Reconciliation of GAAP to Non-GAAP measures.

⁽²⁾    As of the end of each respective period.

LENDINGCLUB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

(In thousands, except percentages and per share data)

(Unaudited)

	Three months ended															Nine months ended
	September 30, 2014			December 31, 2014			March 31, 2015			June 30, 2015			September 30,   2015			September 30, 2014			September 30,   2015
Contribution reconciliation:
Net income (loss)	$	(7,371	)	$	(9,037	)	$	(6,374	)	$	(4,140	)	$	950		$	(23,857	)	$	(9,564	)
Net interest expense (income) and other adjustments	474			1,430			(187		)	(798		)	(1,214		)	854			(2,199		)
General and administrative expense:
Engineering and product development	9,235			11,714			12,328			16,062			18,320			22,987			46,710
Other	22,613			26,492			27,087			29,002			33,239			55,875			89,328
Stock-based compensation expense	1,511			1,742			2,240			2,673			2,865			6,456			7,778
Income tax expense	419			331			627			389			1,233			1,059			2,249
Contribution	$	26,881		$	32,672		$	35,721		$	43,188		$	55,393		$	63,374		$	134,302
Total operating revenue	$	56,538		$	69,551		$	81,045		$	96,119		$	115,062		$	143,861		$	292,226
Contribution margin	47.5		%	47.0		%	44.1		%	44.9		%	48.1		%	44.1		%	46.0		%
Adjusted EBITDA reconciliation:
Net income (loss)	$	(7,371	)	$	(9,037	)	$	(6,374	)	$	(4,140	)	$	950		$	(23,857	)	$	(9,564	)
Net interest expense (income) and other adjustments	474			1,430			(187		)	(798		)	(1,214		)	854			(2,199		)
Acquisition and related expense	301			293			294			403			937			2,819			1,634
Depreciation expense:
Engineering and product development	1,447			1,868			2,744			3,261			3,808			3,326			9,813
Other	322			383			404			524			708			784			1,636
Amortization of intangible assets	1,388			1,387			1,545			1,274			1,256			2,510			4,075
Stock-based compensation expense	10,537			11,261			11,593			12,486			13,479			25,889			37,558
Income tax expense	419			331			627			389			1,233			1,059			2,249
Adjusted EBITDA	$	7,517		$	7,916		$	10,646		$	13,399		$	21,157		$	13,384		$	45,202
Total operating revenue	$	56,538		$	69,551		$	81,045		$	96,119		$	115,062		$	143,861		$	292,226
Adjusted EBITDA margin	13.3		%	11.4		%	13.1		%	13.9		%	18.4		%	9.3		%	15.5		%
Adjusted net income and earnings per share (EPS):
Net income (loss)	$	(7,371	)	$	(9,037	)	$	(6,374	)	$	(4,140	)	$	950		$	(23,857	)	$	(9,564	)
Acquisition and related expense	301			293			294			403			937			2,819			1,634
Stock-based compensation expense	10,537			11,261			11,593			12,486			13,479			25,889			37,558
Amortization of acquired intangible assets	1,388			1,387			1,545			1,274			1,256			2,510			4,075
Income tax effects related to acquisitions	419			331			627			389			1,233			1,059			2,249
Adjusted net income	$	5,274		$	4,235		$	7,685		$	10,412		$	17,855		$	8,420		$	35,952
GAAP diluted shares (1)	59,844			127,859			371,959			372,842			401,935			57,959			373,605
Diluted effect of preferred stock conversion (2)	249,351			195,608			—			—			—			249,351			—
Other dilutive equity awards	27,993			39,488			38,166			32,808			—			30,295			31,144
Non-GAAP diluted shares	337,188			362,955			410,125			405,650			401,935			337,605			404,749
Adjusted EPS – diluted	$	0.02		$	0.01		$	0.02		$	0.03		$	0.04		$	0.02		$	0.09

Notes:

⁽¹⁾ Equivalent to the basic and diluted shares reflected in the quarterly EPS calculations.

⁽²⁾ For the fourth quarter of 2014 and prior quarters, gives effect to the conversion of convertible preferred stock into common stock as though the conversion had occurred at the beginning of the period under the "if converted" method.