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Securitizations and Variable Interest Entities
12 Months Ended
Dec. 31, 2019
Transfers and Servicing [Abstract]  
Securitizations and Variable Interest Entities Securitizations and Variable Interest Entities

VIE Assets and Liabilities

The following tables provide the classifications of assets and liabilities on the Company’s Consolidated Balance Sheets for its transactions with consolidated and unconsolidated VIEs at December 31, 2019 and 2018. Additionally, the assets and liabilities in the tables below exclude intercompany balances that eliminate in consolidation:
December 31, 2019
Consolidated VIEs
 
Unconsolidated VIEs
 
Total
Assets
 
 
 
 
 
Restricted cash
$
30,046

 
$

 
$
30,046

Securities available for sale at fair value

 
220,135

 
220,135

Loans held for investment at fair value
197,842

 

 
197,842

Loans held for investment by the Company at fair value
40,251

 

 
40,251

Loans held for sale by the Company at fair value
551,455

 

 
551,455

Accrued interest receivable
4,431

 
877

 
5,308

Other assets
1,359

 
52,098

 
53,457

Total assets
$
825,384

 
$
273,110

 
$
1,098,494

Liabilities
 
 
 
 
 
Accrued interest payable
$
3,185

 
$

 
$
3,185

Accrued expenses and other liabilities
244

 

 
244

Notes, certificates and secured borrowings at fair value
197,842

 

 
197,842

Credit facilities and securities sold under repurchase agreements
387,251

 

 
387,251

Payable to securitization note and certificate holders at fair value
40,610

 

 
40,610

Total liabilities
629,132

 

 
629,132

Total net assets
$
196,252

 
$
273,110

 
$
469,362


December 31, 2018
Consolidated VIEs
 
Unconsolidated VIEs
 
Total
Assets
 
 
 
 
 
Restricted cash
$
43,918

 
$

 
$
43,918

Securities available for sale at fair value

 
116,768

 
116,768

Loans held for investment at fair value
642,094

 

 
642,094

Loans held for sale by the Company at fair value
739,216

 

 
739,216

Accrued interest receivable
10,438

 
1,214

 
11,652

Other assets
2,498

 
29,206

 
31,704

Total assets
$
1,438,164

 
$
147,188

 
$
1,585,352

Liabilities
 
 
 
 
 
Accrued interest payable
$
7,594

 
$

 
$
7,594

Accrued expenses and other liabilities
1,627

 

 
1,627

Notes, certificates and secured borrowings at fair value
648,908

 

 
648,908

Payable to securitization note and certificate holders
256,354

 

 
256,354

Credit facilities and securities sold under repurchase agreements
306,790

 
57,012

 
363,802

Total liabilities
1,221,273

 
57,012

 
1,278,285

Total net assets
$
216,891

 
$
90,176

 
$
307,067



Consolidated VIEs

The Company consolidates VIEs when it is deemed to be the primary beneficiary. See “Note 2. Summary of Significant Accounting Policies for additional information.

LC Trust

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

Consolidated Trusts

The Company establishes trusts to facilitate the sale of loans and issuance of senior and subordinated securities. If the Company is the primary beneficiary of the trust, it is a consolidated VIE and will reflect senior and subordinated securities held by third parties as a “Payable to securitization note and certificate holders” in the Company’s Consolidated Balance Sheets. If subsequently the Company is not the primary beneficiary of the trust, the Company will deconsolidate the VIE. See “Note 2. Summary of Significant Accounting Policies” and “Note 14. Debt” for additional information.

Warehouse Credit Facilities

The Company established certain entities (deemed to be VIEs) to enter into warehouse credit facilities for the purpose of purchasing loans from LendingClub. See “Note 14. Debt” for additional information.

The following table presents a summary of financial assets and liabilities from the Company’s involvement with consolidated VIEs at December 31, 2019 and 2018:
December 31, 2019
Assets
 
Liabilities
 
Net Assets
LC Trust
$
201,696

 
$
(199,520
)
 
$
2,176

Consolidated Trusts
43,300

 
(40,687
)
 
2,613

Warehouse credit facilities
580,388

 
(388,925
)
 
191,463

Total consolidated VIEs
$
825,384

 
$
(629,132
)
 
$
196,252


December 31, 2018
Assets
 
Liabilities
 
Net Assets
LC Trust
$
657,339

 
$
(656,088
)
 
$
1,251

Consolidated Trusts
297,821

 
(256,901
)
 
40,920

Warehouse credit facility
483,004

 
(308,284
)
 
174,720

Total consolidated VIEs
$
1,438,164

 
$
(1,221,273
)
 
$
216,891


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

Unconsolidated VIEs

The Company’s transactions with unconsolidated VIEs include asset-backed securitizations, Certificate Program transactions and loan sale transactions of unsecured personal loans. The Company has various forms of involvement with VIEs, including servicing of loans and holding senior or subordinated residual interests in the VIEs. The accounting for these transactions is based on a primary beneficiary analysis to determine whether the underlying VIEs should be consolidated. If the VIEs are not consolidated and the transfer of the loans from the Company to the VIE meets sale accounting criteria, then the Company will recognize a gain or loss on sales of loans. The Company considers continued involvement in an unconsolidated VIE insignificant if it is the sponsor and servicer and does not hold other significant variable interests. In these instances, the Company’s involvement with the VIE is in the role as an agent and without significant participation in the economics of the VIE. The Company enters into separate servicing agreements with the VIEs and holds at least 5% of the beneficial interests issued by the VIEs to comply with regulatory risk retention rules. The beneficial interests retained by the Company consist of senior securities and subordinated securities and are accounted for as securities available for sale. In connection with these transactions, we make certain customary representations, warranties and covenants. See “Note 2. Summary of Significant Accounting Policies for additional information.

Investment Fund

The Company has an equity investment in a private fund (Investment Fund) that participates in a family of funds with other unrelated third parties. This family of funds purchases whole loans and interests in loans from the Company, as well as other assets from third parties unrelated to the Company. As of December 31, 2019, the Company had an ownership interest of approximately 23% in the Investment Fund. The Company’s investment is deemed to be a variable interest in the Investment Fund because the Company shares in the expected returns and losses of the Investment Fund. At December 31, 2019, the Company’s investment was $7.7 million, which is recognized in “Other assets” on the Company’s Consolidated Balance Sheets.

The following tables summarize unconsolidated VIEs with which the Company has significant continuing involvement, but is not the primary beneficiary at December 31, 2019 and 2018:
December 31, 2019
 
Carrying Value
 
Total VIE Assets
 
Securities Available for Sale
 
Accrued Interest Receivable
 
Other Assets
 
Accrued Expenses and Other Liabilities
 
Securities Sold Under Repurchase Agreements
 
Net Assets
Unconsolidated Trusts
$
1,909,219

 
$
93,881

 
$
362

 
$
18,768

 
$

 
$

 
$
113,011

Certificate Program
2,585,957

 
126,254

 
515

 
25,588

 

 

 
152,357

Investment Fund
34,170

 

 

 
7,742

 

 

 
7,742

Total unconsolidated VIEs
$
4,529,346

 
$
220,135

 
$
877

 
$
52,098

 
$

 
$

 
$
273,110


December 31, 2019
Maximum Exposure to Loss
 
Securities Available for Sale
 
Accrued Interest Receivable
 
Other Assets
 
Accrued Expenses and Other Liabilities
 
Securities Sold Under Repurchase Agreements
 
Total Exposure
Unconsolidated Trusts
$
93,881

 
$
362

 
$
18,768

 
$

 
$

 
$
113,011

Certificate Program
126,254

 
515

 
25,588

 

 

 
152,357

Investment Fund

 

 
7,742

 

 

 
7,742

Total unconsolidated VIEs
$
220,135

 
$
877

 
$
52,098

 
$

 
$

 
$
273,110


December 31, 2018
Carrying Value
 
Total VIE Assets
 
Securities Available for Sale
 
Accrued Interest Receivable
 
Other Assets
 
Accrued Expenses and Other Liabilities
 
Securities Sold Under Repurchase Agreements
 
Net Assets
Unconsolidated Trusts
$
1,359,367

 
$
68,338

 
$
958

 
$
11,838

 
$

 
$
(57,012
)
 
$
24,122

Certificate Program
973,815

 
48,430

 
256

 
9,115

 

 

 
57,801

Investment Fund
35,157

 

 

 
8,253

 

 

 
8,253

Total unconsolidated VIEs
$
2,368,339

 
$
116,768

 
$
1,214

 
$
29,206

 
$

 
$
(57,012
)
 
$
90,176


December 31, 2018
Maximum Exposure to Loss
 
Securities Available for Sale
 
Accrued Interest Receivable
 
Other Assets
 
Accrued Expenses and Other Liabilities
 
Securities Sold Under Repurchase Agreements
 
Total Exposure
Unconsolidated Trusts
$
68,339

 
$
958

 
$
11,838

 
$

 
$

 
$
81,135

Certificate Program
48,431

 
256

 
9,115

 

 

 
57,802

Investment Fund

 

 
8,253

 

 

 
8,253

Total unconsolidated VIEs
$
116,770

 
$
1,214

 
$
29,206

 
$

 
$

 
$
147,190


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

The following table summarizes activity related to the unconsolidated trusts and Certificate Program trusts, with the transfers accounted for as a sale on the Company’s consolidated financial statements for the years ended December 31, 2019 and 2018:
Year Ended December 31,
2019
 
2018
 
Unconsolidated Trusts
 
Unconsolidated Certificate
Program
Trusts
 
Unconsolidated Trusts
 
Unconsolidated Certificate
Program
Trusts
Principal derecognized from loans securitized or sold
$
1,553,847

 
$
2,868,709

 
$
1,300,838

 
$
1,145,616

Net gains (losses) recognized from loans securitized or sold
$
4,809

 
$
32,417

 
$
6,039

 
$
10,483

Fair value of asset-backed senior and subordinated securities, and CLUB Certificate asset-backed securities retained upon settlement (1)
$
75,924

 
$
140,825

 
$
65,653

 
$
56,764

Cash proceeds from loans securitized or sold
$
1,212,521

 
$
2,555,713

 
$
867,875

 
$
1,088,212

Cash proceeds from servicing and other administrative fees on loans securitized or sold
$
16,961

 
$
17,071

 
$
13,725

 
$
3,650

Cash proceeds for interest received on senior securities and subordinated securities
$
5,022

 
$
7,717

 
$
3,049

 
$
1,747


(1) 
For Structured Program transactions, the Company retained asset-backed senior securities of $98.7 million and $57.3 million, CLUB Certificate asset-backed securities of $101.3 million and $56.8 million, and asset-backed subordinated securities of $16.8 million and $8.3 million for the years ended December 31, 2019 and 2018, respectively.

Off-Balance Sheet Loans

Off-balance sheet loans primarily relate to Structured Program transactions for which the Company has some form of continuing involvement, including as servicer. Delinquent loans are comprised of loans 31 days or more past due, including non-accrual loans. For loans related to Structured Program transactions where servicing is the only form of continuing involvement, the Company would only experience a loss if it was required to repurchase a loan due to a breach in representations and warranties associated with its loan sale or servicing contracts.

As of December 31, 2019, the aggregate unpaid principal balance of the off-balance sheet loans pursuant to Structured Program transactions was $4.4 billion, of which $145.6 million was attributable to off-balance sheet loans that were 31 days or more past due. As of December 31, 2018, the aggregate unpaid principal balance of the off-balance sheet loans pursuant to Structured Program transactions was $2.3 billion, of which $87.1 million was attributable to off-balance sheet loans that were 31 days or more past due.

Retained Interests from Unconsolidated VIEs

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

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

In October 2017, LendingClub Asset Management, LLC (LCAM), a wholly-owned subsidiary of LendingClub that previously acted as the general partner for certain private funds, initiated the wind-down of six funds by redeeming the LC Trust certificates issued to the funds and transferring the loan participations underlying the redeemed certificates to third party investors. Certain of the loan participations for two of the funds transferred did not meet the definition of participating interests because the Company provided a credit support agreement under which the investor has a recourse to the Company for credit losses. The transfer of these loan participations from these two funds was accounted for as a secured borrowing and the underlying whole loans were not derecognized from the Company’s Consolidated Balance Sheets. The Company elected the fair value option for the secured borrowings.

As of December 31, 2019, the fair value of the secured borrowings was $20.1 million, secured by loans at fair value of $18.0 million included in “Loans held for investment at fair value” in the Consolidated Balance Sheets. As of December 31, 2018, the fair value of the secured borrowings was $80.6 million, secured by loans at fair value of $76.5 million included in “Loans held for investment at fair value” in the Consolidated Balance Sheets. Changes in the fair value of the secured borrowings are partially offset by the associated loan participations, and the net effect results in changes in fair value of the credit support agreement through earnings. As of December 31, 2019 and 2018, the fair value of this credit support agreement was $2.2 million and $2.8 million, respectively. The fair value of the credit support agreement is equal to the present value of the probability-weighted estimate of expected payments over a range of loss scenarios. See “Note 6. Loans Held for Investment, Loans Held for Sale, Notes, Certificates and Secured Borrowings” for additional information.