LendingClub(LC) - 2022 Q2 - Quarterly Report

Form 10-Q Filing Information The report details LendingClub Corporation's Q2 2022 Form 10-Q filing and common stock information - LendingClub Corporation filed its Quarterly Report on Form 10-Q for the period ended June 30, 2022, with the Commission File Number 001-36771[3] - The registrant is a large accelerated filer and has filed all required reports and interactive data files during the preceding 12 months[3][4] Common Stock Information (July 27, 2022) | Title of Class | Trading Symbol | Exchange Registered On | | :--------------- | :------------- | :--------------------- | | Common stock, par value $0.01 per share | LC | New York Stock Exchange | Shares Outstanding: 103,654,895 shares Table of Contents This section outlines the structure and contents of the quarterly report Glossary This section defines key financial and operational terms used throughout the report - The glossary provides definitions for key financial and operational terms used throughout the report, such as 'ACL' (Allowance for Credit Losses), 'AUM' (Assets Under Management), 'CECL' (Current Expected Credit Losses), 'CET1' (Common Equity Tier 1), 'HFI' (Held for Investment), 'HFS' (Held for Sale), 'Marketplace Loans', and various regulatory ratios[7][8] Forward-Looking Statements This section outlines statements regarding future performance and associated risks and uncertainties - This report contains forward-looking statements regarding future operations, financial position, revenue, costs, market growth, and the impact on the business, identifiable by words like 'anticipate,' 'believe,' 'expect,' and 'will'[10] - Key areas of forward-looking statements include the ability to integrate LC Bank, expand product offerings, attract new members, manage economic climate impacts (e.g., COVID-19, Ukrainian-Russian conflict), comply with regulations, and maintain investor confidence[11][12] - Readers are cautioned that actual results may differ materially from expectations due to various risk factors detailed in the 'Risk Factors' section of this report and the Annual Report on Form 10-K[13][14] PART I. FINANCIAL INFORMATION This part presents the unaudited condensed consolidated financial statements and management's analysis of financial condition Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements and accompanying notes for the period Condensed Consolidated Balance Sheets The balance sheets show a significant increase in total assets and deposits during the first half of 2022 Condensed Consolidated Balance Sheets (June 30, 2022 vs. December 31, 2021, in Thousands) | Item | June 30, 2022 | December 31, 2021 | | :------------------------------------------ | :------------ | :------------------ | | Assets: | | | | Total cash and cash equivalents | $1,041,980 | $687,126 | | Securities available for sale | $402,994 | $263,530 | | Loans held for sale | $62,811 | $391,248 | | Loans and leases held for investment, net | $3,811,461 | $2,754,737 | | Total assets | $6,186,765 | $4,900,319 | | Liabilities & Equity: | | | | Total deposits | $4,527,672 | $3,135,788 | | Total liabilities | $5,107,648 | $4,050,077 | | Total equity | $1,079,117 | $850,242 | - Total assets increased by approximately $1.29 billion (26.2%) from December 31, 2021, to June 30, 2022, primarily driven by growth in cash and cash equivalents and loans and leases held for investment[19] - Total deposits significantly increased by approximately $1.39 billion (44.4%) over the same period, supporting the growth in assets[19] Condensed Consolidated Statements of Income The income statements reflect substantial year-over-year growth in net revenue and net income for Q2 and H1 2022 Condensed Consolidated Statements of Income (Three Months Ended June 30, 2022 vs. 2021, in Thousands) | Item | Q2 2022 | Q2 2021 | YoY Change (%) | | :----------------------------------- | :------ | :------ | :------------- | | Total non-interest income | $213,832 | $158,476 | 35.0% | | Total interest income | $128,468 | $67,727 | 89.7% | | Total interest expense | $12,242 | $21,822 | (43.9)% | | Net interest income | $116,226 | $45,905 | 153.2% | | Total net revenue | $330,058 | $204,381 | 61.5% | | Provision for credit losses | $70,566 | $34,634 | 103.7% | | Total non-interest expense | $209,386 | $160,139 | 30.8% | | Income before income tax benefit (expense) | $50,106 | $9,608 | 421.5% | | Income tax benefit (expense) | $131,954 | $(237) | N/M | | Net income (loss) | $182,060 | $9,371 | N/M | | Basic EPS – common stockholders | $1.77 | $0.10 | 1670.0% | | Diluted EPS – common stockholders | $1.73 | $0.09 | 1822.2% | Condensed Consolidated Statements of Income (Six Months Ended June 30, 2022 vs. 2021, in Thousands) | Item | H1 2022 | H1 2021 | YoY Change (%) | | :----------------------------------- | :------ | :------ | :------------- | | Total non-interest income | $403,689 | $245,810 | 64.2% | | Total interest income | $240,121 | $112,317 | 113.8% | | Total interest expense | $24,215 | $47,906 | (49.5)% | | Net interest income | $215,906 | $64,411 | 235.2% | | Total net revenue | $619,595 | $310,221 | 99.7% | | Provision for credit losses | $123,075 | $56,127 | 119.3% | | Total non-interest expense | $400,590 | $294,391 | 36.1% | | Income before income tax benefit (expense) | $95,930 | $(40,297) | N/M | | Income tax benefit (expense) | $126,966 | $2,584 | N/M | | Net income (loss) | $222,896 | $(37,713) | N/M | | Basic EPS – common stockholders | $2.18 | $(0.39) | N/M | | Diluted EPS – common stockholders | $2.13 | $(0.39) | N/M | - Net income for Q2 2022 was significantly boosted by a $135.3 million tax benefit from the release of a deferred tax asset valuation allowance[26][32] Condensed Consolidated Statements of Comprehensive Income (Loss) This statement reconciles net income to total comprehensive income, including unrealized gains and losses Condensed Consolidated Statements of Comprehensive Income (Loss) (in Thousands) | Item | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $182,060 | $9,371 | $222,896 | $(37,713) | | Net unrealized gain (loss) on AFS securities | $(19,830) | $3,186 | $(39,817) | $3,390 | | Income tax effect | $(11,128) | — | $(10,928) | — | | Other comprehensive income (loss), net of tax | $(8,702) | $3,186 | $(28,889) | $3,390 | | Total comprehensive income (loss) | $173,358 | $12,557 | $194,007 | $(34,323) | - Total comprehensive income for Q2 2022 was $173.4 million, significantly higher than Q2 2021, despite a net unrealized loss on available-for-sale securities, primarily due to the strong net income[32] Condensed Consolidated Statements of Changes in Equity This statement details the changes in equity components, driven primarily by net income and stock-based compensation Condensed Consolidated Statements of Changes in Equity (in Thousands, Except Share Data) | Item | Balance at Dec 31, 2021 | Stock-based Compensation | Net Issuances under Equity Incentive Plans, net of tax | Net Unrealized Loss on AFS Securities, net of tax | Net Income | Balance at Jun 30, 2022 | | :-------------------------------- | :---------------------- | :----------------------- | :----------------------------------------------------- | :------------------------------------------------ | :--------- | :---------------------- | | Common Stock Amount | $1,010 | — | $26 | — | — | $1,036 | | Additional Paid-in Capital | $1,559,616 | $36,851 | $(2,009) | — | — | $1,594,458 | | Accumulated Deficit | $(717,430) | — | — | — | $222,896 | $(494,534) | | Accumulated Other Comprehensive Income (Loss) | $7,046 | — | — | $(28,889) | — | $(21,843) | | Total Equity | $850,242 | $36,851 | $(1,983) | $(28,889) | $222,896 | $1,079,117 | - Total equity increased from $850.2 million at December 31, 2021, to $1.08 billion at June 30, 2022, primarily due to net income of $222.9 million, partially offset by a net unrealized loss on available-for-sale securities[36] Condensed Consolidated Statements of Cash Flows The cash flow statements show significant changes in operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30, 2022 vs. 2021, in Thousands) | Cash Flow Activity | H1 2022 | H1 2021 | | :------------------------------------------ | :------ | :------ | | Net cash provided by operating activities | $231,955 | $32,620 | | Net cash (used for) provided by investing activities | $(982,127) | $105,094 | | Net cash provided by (used for) financing activities | $1,088,818 | $(73,657) | | Net Increase in Cash, Cash Equivalents and Restricted Cash | $338,646 | $64,057 | | Cash, Cash Equivalents and Restricted Cash, End of Period | $1,102,232 | $692,542 | - Net cash provided by operating activities significantly increased to $232.0 million in H1 2022 from $32.6 million in H1 2021, driven by higher net income and provision for credit losses[41] - Investing activities shifted from a net cash inflow of $105.1 million in H1 2021 to a net cash outflow of $982.1 million in H1 2022, primarily due to increased net change in loans and leases and purchases of securities available for sale[41] - Financing activities generated $1.09 billion in H1 2022, a substantial increase from a net outflow in H1 2021, mainly due to a significant increase in demand deposits and savings accounts[41] Notes to Condensed Consolidated Financial Statements These notes provide detailed disclosures and explanations of the company's accounting policies and financial data Note 1. Summary of Significant Accounting Policies This note outlines the basis of presentation, principles of consolidation, and significant accounting policies - LendingClub Corporation completed the acquisition of Radius Bancorp, Inc. on February 1, 2021, becoming a bank holding company and operating most of its business through LendingClub Bank, National Association (LC Bank)[47] - The Company adopted ASU 2020-06 on January 1, 2022, under the full retrospective approach, simplifying accounting for convertible instruments and reclassifying a deemed dividend from Accumulated Deficit to Additional Paid-in Capital[52][53] Impact of ASU 2020-06 Adoption (Six Months Ended June 30, 2020, in Thousands) | Item | As Originally Reported | Adoption of ASU 2020-06 | As Adjusted | | :---------------------------------------------------------------- | :--------------------- | :---------------------- | :---------- | | Additional Paid-in Capital (Issuance of preferred stock) | $194 | $(50,204) | $(50,010) | | Accumulated Deficit (Issuance of preferred stock) | $(50,204) | $50,204 | — | | Net income (loss) attributable to common stockholders | $(154,890) | $43,991 | $(110,899) | | Basic and Diluted EPS (Common Stock) | $(1.98) | $0.57 | $(1.41) | Note 2. Marketplace Revenue This note provides a detailed breakdown of the components of marketplace revenue - Marketplace revenue comprises origination fees, servicing fees, gain (loss) on sales of loans, and net fair value adjustments[58] Components of Marketplace Revenue (in Thousands) | Component | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Origination fees | $149,252 | $113,802 | $271,345 | $169,361 | | Servicing fees | $18,166 | $22,714 | $36,680 | $45,880 | | Gain on sales of loans | $29,319 | $19,317 | $53,429 | $27,640 | | Net fair value adjustments | $9,647 | $(4,098) | $24,896 | $(9,419) | | Total marketplace revenue | $206,384 | $151,735 | $386,350 | $233,462 | - Total marketplace revenue increased by 36% year-over-year for Q2 2022 and 65% for H1 2022, primarily driven by higher origination fees and gains on sales of loans[60] Note 3. Net Income (Loss) Per Share This note details the calculation of basic and diluted earnings per share for common stockholders Net Income (Loss) Per Share (Common Stockholders) | Item | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) attributable to stockholders | $182,060 | $9,371 | $222,896 | $(37,199) | | Weighted-average common shares – Basic | 102,776,867 | 97,785,089 | 102,138,760 | 95,239,769 | | Basic EPS | $1.77 | $0.10 | $2.18 | $(0.39) | | Weighted-average common shares – Diluted | 105,042,626 | 102,031,088 | 104,644,825 | 95,239,769 | | Diluted EPS | $1.73 | $0.09 | $2.13 | $(0.39) | - Diluted EPS for common stockholders significantly increased to $1.73 in Q2 2022 from $0.09 in Q2 2021, and to $2.13 in H1 2022 from $(0.39) in H1 2021, reflecting strong net income performance[64] - Approximately 3.8 million weighted-average common shares were excluded from diluted EPS computation in H1 2021 due to their anti-dilutive effect, including RSUs, PBRSUs, and preferred stock[65] Note 4. Securities Available for Sale This note provides a breakdown of the company's portfolio of available-for-sale securities by type and fair value Securities Available for Sale (AFS) at Fair Value (in Thousands) | Security Type | June 30, 2022 (Fair Value) | December 31, 2021 (Fair Value) | | :------------------------------------------ | :--------------------------- | :----------------------------- | | U.S. agency residential mortgage-backed securities | $237,179 | $123,699 | | U.S. agency securities | $80,708 | $26,172 | | Commercial mortgage-backed securities | $26,279 | $26,098 | | Other asset-backed securities | $22,480 | $26,133 | | Asset-backed senior securities | $14,653 | $28,129 | | Asset-backed subordinated securities | $9,913 | $11,762 | | CLUB Certificate asset-backed securities | $9,211 | $18,285 | | Municipal securities | $2,571 | $3,252 | | Total securities available for sale | $402,994 | $263,530 | - Total AFS securities increased by 53% to $403.0 million at June 30, 2022, from $263.5 million at December 31, 2021, with significant growth in U.S. agency residential mortgage-backed securities[69][70] - The Company reported gross unrealized losses of $43.0 million at June 30, 2022, compared to $3.7 million at December 31, 2021, primarily in U.S. agency residential mortgage-backed securities[69][70] - There was no activity in the allowance for AFS securities during Q2 and H1 2022, indicating no new credit loss provisions or reversals for these securities[74] Note 5. Loans and Leases Held for Investment, Net of Allowance For Loan and Lease Losses This note details the composition, credit quality, and allowance for losses of the HFI loan portfolio Loans and Leases Held for Investment (HFI) (in Thousands) | Portfolio Segment | June 30, 2022 | December 31, 2021 | | :------------------------------------------ | :------------ | :------------------ | | Unsecured personal | $2,964,950 | $1,804,578 | | Residential mortgages | $176,900 | $151,362 | | Secured consumer | $142,824 | $65,976 | | Total consumer loans HFI | $3,284,674 | $2,021,916 | | Equipment finance | $164,104 | $149,155 | | Commercial real estate | $339,524 | $310,399 | | Commercial and industrial | $266,419 | $417,656 | | Total commercial loans and leases HFI | $770,047 | $877,210 | | Total loans and leases HFI | $4,054,721 | $2,899,126 | | Allowance for loan and lease losses (ALLL) | $(243,260) | $(144,389) | | Loans and leases HFI, net | $3,811,461 | $2,754,737 | - Total loans and leases HFI increased by 39.9% to $4.05 billion at June 30, 2022, from $2.90 billion at December 31, 2021, primarily driven by a significant increase in unsecured personal loans[82] Allowance for Loan and Lease Losses (ALLL) Ratios | Ratio | June 30, 2022 | December 31, 2021 | | :---------------------------------------------------------------- | :------------ | :------------------ | | ALLL to total loans and leases HFI | 6.0% | 5.0% | | ALLL to total loans and leases HFI, excluding PPP loans | 6.2% | 5.5% | | ALLL to consumer loans and leases HFI | 6.9% | 6.4% | | ALLL to commercial loans and leases HFI | 2.0% | 1.8% | | ALLL to commercial loans and leases HFI, excluding PPP loans | 2.3% | 2.6% | - The ALLL increased to $243.3 million at June 30, 2022, from $144.4 million at December 31, 2021, reflecting growth in the HFI portfolio and a higher ALLL ratio[82] Nonaccrual Loans and Leases Held for Investment (in Thousands) | Portfolio Segment | June 30, 2022 | December 31, 2021 | | :--------------------------------------------------- | :------------ | :------------------ | | Total nonaccrual consumer loans HFI | $8,694 | $6,060 | | Total nonaccrual commercial loans and leases HFI | $14,139 | $3,925 | | Total nonaccrual loans and leases HFI | $22,833 | $9,985 | - Nonaccrual loans and leases increased to $22.8 million at June 30, 2022, from $10.0 million at December 31, 2021, with commercial loans showing a notable increase[105] Note 6. Securitizations and Variable Interest Entities This note describes the company's involvement with consolidated and unconsolidated variable interest entities VIE Assets and Liabilities (June 30, 2022, in Thousands) | Item | Consolidated VIEs | Unconsolidated VIEs | Total | | :------------------------------------------ | :---------------- | :------------------ | :------ | | Total assets | $24,070 | $46,500 | $70,570 | | Total liabilities | $19,876 | — | $19,876 | | Total net assets | $4,194 | $46,500 | $50,694 | - The Company's involvement with unconsolidated VIEs primarily relates to Structured Program transactions, with total VIE assets decreasing from $1.39 billion at December 31, 2021, to $827.3 million at June 30, 2022, due to ongoing paydown of loan balances[117] - Off-balance sheet loans related to Structured Program transactions had an aggregate unpaid principal balance of $758.9 million at June 30, 2022, down from $1.3 billion at December 31, 2021[120] Note 7. Fair Value of Assets and Liabilities This note provides information on fair value measurements for financial instruments across different valuation levels Financial Instruments, Assets and Liabilities Recorded at Fair Value (June 30, 2022, in Thousands) | Item | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Balance at Fair Value | | :------------------------------------------ | :------------- | :------------- | :------------- | :-------------------- | | Assets: | | | | | | Loans held for sale | — | — | $62,811 | $62,811 | | Retail and certificate loans HFI | — | — | $122,078 | $122,078 | | Other loans HFI | — | — | $20,583 | $20,583 | | Total securities available for sale | — | $383,870 | $19,124 | $402,994 | | Servicing assets | — | — | $79,427 | $79,427 | | Total assets | $— | $383,870 | $307,213 | $691,083 | | Liabilities: | | | | | | Retail notes, certificates and secured borrowings | — | — | $122,078 | $122,078 | | Payable on Structured Program borrowings | — | — | $15,274 | $15,274 | | Other liabilities | — | — | $9,328 | $9,328 | | Total liabilities | $— | $— | $146,680 | $146,680 | - The Company primarily uses a discounted cash flow (DCF) model to estimate the fair value of Level 3 instruments, which include a significant portion of loans held for sale, retail and certificate loans held for investment, and servicing assets[128] Servicing Assets Fair Value Sensitivity to Adverse Changes in Key Assumptions (June 30, 2022, in Thousands) | Assumption Change | Fair Value Impact | | :------------------------------------------ | :---------------- | | Discount rates: 100 basis point increase | $(654) | | Discount rates: 200 basis point increase | $(1,308) | | Expected loss rates: 10% adverse change | $(676) | | Expected loss rates: 20% adverse change | $(1,353) | | Expected prepayment rates: 10% adverse change | $(2,118) | | Expected prepayment rates: 20% adverse change | $(4,236) | Note 8. Property, Equipment and Software, Net This note details the components and changes in the company's fixed assets Property, Equipment and Software, Net (in Thousands) | Item | June 30, 2022 | December 31, 2021 | | :------------------------------------------ | :------------ | :------------------ | | Total property, equipment and software | $226,088 | $196,393 | | Accumulated depreciation and amortization | $(106,112) | $(98,397) | | Total property, equipment and software, net | $119,976 | $97,996 | - Net property, equipment, and software increased by 22.4% to $120.0 million at June 30, 2022, from $98.0 million at December 31, 2021, primarily due to an increase in software development in progress[151] - Depreciation and amortization expense for property, equipment, and software was $9.3 million for Q2 2022 and $18.8 million for H1 2022[152] Note 9. Goodwill and Intangible Assets This note provides details on the carrying amounts of goodwill and other intangible assets - Goodwill remained stable at $75.7 million as of June 30, 2022, with no impairment expense recorded in Q2 or H1 2022[153] Intangible Assets, Net (in Thousands) | Item | June 30, 2022 | December 31, 2021 | | :------------------------ | :------------ | :------------------ | | Gross carrying value | $54,500 | $54,500 | | Accumulated amortization | $(35,810) | $(33,319) | | Net carrying value | $18,690 | $21,181 | - Net intangible assets, primarily customer relationships, decreased to $18.7 million at June 30, 2022, from $21.2 million at December 31, 2021, due to amortization[155] - Amortization expense for intangible assets was $1.2 million for Q2 2022 and $2.5 million for H1 2022[155] Note 10. Other Assets This note provides a breakdown of other assets, including deferred tax assets and servicing assets Other Assets (in Thousands) | Item | June 30, 2022 | December 31, 2021 | | :------------------------------------------ | :------------ | :------------------ | | Deferred tax asset, net | $152,158 | — | | Servicing assets | $81,261 | $70,370 | | Operating lease assets | $71,656 | $77,316 | | Nonmarketable equity investments | $35,749 | $31,726 | | Intangible assets, net | $18,690 | $21,181 | | Other | $109,399 | $101,953 | | Total other assets | $468,913 | $302,546 | - Total other assets increased by 55% to $468.9 million at June 30, 2022, from $302.5 million at December 31, 2021, primarily due to the recognition of a net deferred tax asset of $152.2 million[158] - Servicing assets increased by 15.5% to $81.3 million, reflecting growth in the outstanding principal balance of loans serviced[158] Note 11. Deposits This note details the composition of the company's deposit base by type and maturity Deposits (in Thousands) | Deposit Type | June 30, 2022 | December 31, 2021 | | :------------------------------------------ | :------------ | :------------------ | | Interest-bearing deposits: Checking accounts | $2,295,256 | $1,993,809 | | Interest-bearing deposits: Savings and money market accounts | $1,726,965 | $856,989 | | Interest-bearing deposits: Certificates of deposit | $239,430 | $68,405 | | Total interest-bearing deposits | $4,261,651 | $2,919,203 | | Noninterest-bearing deposits | $266,021 | $216,585 | | Total deposits | $4,527,672 | $3,135,788 | - Total deposits increased by 44.4% to $4.53 billion at June 30, 2022, from $3.14 billion at December 31, 2021, primarily driven by significant growth in savings and money market accounts and certificates of deposit[161] Certificates of Deposit Maturity Schedule (June 30, 2022, in Thousands) | Year | Amount | | :--- | :----- | | 2022 | $26,307 | | 2023 | $125,723 | | 2024 | $70,069 | | 2025 | $8,074 | | 2026 | $945 | | Thereafter | $8,312 | | Total certificates of deposit | $239,430 | Note 12. Short-term Borrowings and Long-term Debt This note outlines the company's various short-term and long-term debt obligations - Short-term borrowings from repurchase agreements decreased to $8.0 million at June 30, 2022, from $27.8 million at December 31, 2021, with interest rates ranging from 4.03% to 6.93%[164] - Outstanding Paycheck Protection Program Liquidity Facility (PPPLF) borrowings decreased to $123.4 million at June 30, 2022, from $271.9 million at December 31, 2021, collateralized by SBA PPP loans with a fixed interest rate of 0.35%[166] Retail Notes, Certificates and Secured Borrowings at Fair Value (in Thousands) | Item | June 30, 2022 | December 31, 2021 | | :------------------------------------------ | :------------ | :------------------ | | Retail notes | $117,531 | $219,435 | | Certificates and secured borrowings | $4,547 | $10,284 | | Total retail notes, certificates and secured borrowings | $122,078 | $229,719 | - Payable on Structured Program borrowings decreased significantly to $15.3 million at June 30, 2022, from $65.5 million at December 31, 2021[168] - Other long-term debt, consisting of subordinated notes, remained at $15.3 million, due June 30, 2027, with a fixed-to-floating interest rate[169] Note 13. Other Liabilities This note provides a breakdown of other liabilities, including accounts payable and operating lease liabilities Other Liabilities (in Thousands) | Item | June 30, 2022 | December 31, 2021 | | :------------------------------------------ | :------------ | :------------------ | | Accounts payable and accrued expenses | $90,284 | $100,972 | | Operating lease liabilities | $84,979 | $91,588 | | Payable to investors | $21,898 | $22,187 | | Other | $98,736 | $89,204 | | Total other liabilities | $295,897 | $303,951 | - Total other liabilities decreased slightly to $295.9 million at June 30, 2022, from $304.0 million at December 31, 2021, mainly due to a decrease in accounts payable and accrued expenses[171] Note 14. Employee Incentive Plans This note details stock-based compensation expenses and unrecognized costs related to employee equity plans Stock-based Compensation Expense (in Thousands) | Item | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | RSUs and PBRSUs | $17,753 | $17,696 | $33,427 | $32,439 | | Stock options | $20 | $14 | $40 | $464 | | Total stock-based compensation expense | $17,773 | $17,710 | $33,467 | $32,903 | - Total stock-based compensation expense remained relatively stable year-over-year for Q2 2022 and increased slightly for H1 2022, primarily driven by RSUs and PBRSUs[174] - As of June 30, 2022, there was $124.7 million of unrecognized compensation cost related to unvested RSUs, expected to be recognized over 2.1 years, and $11.8 million for PBRSUs over 1.4 years[177][180] Note 15. Income Taxes This note explains the components of income tax expense and the status of deferred tax assets - The Company recorded a significant income tax benefit of $132.0 million for Q2 2022 and $127.0 million for H1 2022, primarily due to the release of a $135.3 million valuation allowance against its deferred tax assets[181] - The release of the valuation allowance was driven by the Company's business model transition, increased profitability, and expectation of continued profitability[182] Net Deferred Tax Assets (in Thousands) | Item | June 30, 2022 | December 31, 2021 | | :------------------------------------------ | :------------ | :------------------ | | Deferred tax assets (liabilities), net | $222,011 | $223,367 | | Valuation allowance | $(69,853) | $(223,367) | | Deferred tax assets, net of valuation allowance | $152,158 | — | - As of June 30, 2022, a valuation allowance of $69.9 million remains related to NOLs and tax credit carryforwards, with the expectation that the effective tax rate in 2023 will approximate the statutory rate of 28%[183][310] Note 16. Leases This note provides details on the company's lessor and lessee arrangements, including lease costs and assets - The Company has lessor arrangements for equipment finance, with interest earned of $2.5 million for Q2 2022 and $5.1 million for H1 2022[184] Lessor Arrangements - Equipment Finance Assets (in Thousands) | Item | June 30, 2022 | December 31, 2021 | | :------------------------------------------ | :------------ | :------------------ | | Lease receivables | $139,872 | $122,927 | | Unguaranteed residual asset values | $38,489 | $36,837 | | Unearned income | $(15,052) | $(10,989) | | Deferred fees | $795 | $380 | | Total | $164,104 | $149,155 | - Operating lease assets were $71.7 million and operating lease liabilities were $85.0 million at June 30, 2022, related to office spaces in San Francisco, Salt Lake City, and Boston[189] Net Lease Costs (in Thousands) | Item | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease costs | $(4,366) | $(4,777) | $(8,846) | $(9,754) | | Sublease revenue | $1,310 | $1,537 | $2,847 | $3,074 | | Net lease costs | $(3,056) | $(3,240) | $(5,999) | $(6,680) | Note 17. Commitments and Contingencies This note discloses the company's unfunded commitments, repurchase obligations, and legal contingencies - The Company has loan repurchase obligations for identity theft, fraud, or breaches of representations and warranties in loan sales[198] - Unfunded loan commitments increased to $132.6 million at June 30, 2022, from $110.8 million at December 31, 2021[199] - The Company is subject to various legal and regulatory claims, including class action lawsuits and periodic examinations by federal and state regulatory agencies, and accrues for probable and estimable losses[200][201] Note 18. Regulatory Requirements This note outlines the capital adequacy requirements and reports the regulatory capital ratios for the company and LC Bank - LendingClub and LC Bank are subject to U.S. Basel III capital framework requirements, including minimum ratios for CET1, Tier 1, total risk-based capital, and Tier 1 leverage, plus a Capital Conservation Buffer (CCB)[205][206] - The Company and LC Bank have committed to maintaining higher capital ratios than the minimums, including a CET1 risk-based capital ratio of 11.0% and a Tier 1 leverage ratio of 11.0% until February 2024[206] LC Bank's Regulatory Capital Ratios (in Millions) | Capital Ratio | June 30, 2022 (Amount) | June 30, 2022 (Ratio) | December 31, 2021 (Amount) | December 31, 2021 (Ratio) | Required Minimum plus CCB | | :---------------------- | :--------------------- | :-------------------- | :------------------------- | :-------------------------- | :------------------------ | | CET1 capital | $710.1 | 16.7% | $523.7 | 16.7% | 7.0% | | Tier 1 capital | $710.1 | 16.7% | $523.7 | 16.7% | 8.5% | | Total capital | $765.2 | 18.0% | $563.7 | 18.0% | 10.5% | | Tier 1 leverage | $710.1 | 13.4% | $523.7 | 14.3% | 4.0% | LendingClub Corporation's Regulatory Capital Ratios (in Millions) | Capital Ratio | June 30, 2022 (Amount) | June 30, 2022 (Ratio) | December 31, 2021 (Amount) | December 31, 2021 (Ratio) | Required Minimum plus CCB | | :---------------------- | :--------------------- | :-------------------- | :------------------------- | :-------------------------- | :------------------------ | | CET1 capital | $894.9 | 20.0% | $710.0 | 21.3% | 7.0% | | Tier 1 capital | $894.9 | 20.0% | $710.0 | 21.3% | 8.5% | | Total capital | $964.9 | 21.6% | $767.9 | 23.0% | 10.5% | | Tier 1 leverage | $894.9 | 16.2% | $710.0 | 16.5% | 4.0% | - Both LendingClub and LC Bank exceeded the thresholds to be considered 'well-capitalized' institutions at June 30, 2022, and December 31, 2021[210] Note 19. Other Non-interest Income and Non-interest Expense This note provides a detailed breakdown of other non-interest income and expense components Other Non-interest Income (in Thousands) | Item | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Referral revenue | $4,025 | $2,762 | $7,716 | $5,356 | | Realized gains (losses) on sales of securities | — | $148 | $36 | $(96) | | Other | $3,423 | $3,831 | $9,587 | $7,088 | | Total other non-interest income | $7,448 | $6,741 | $17,339 | $12,348 | Other Non-interest Expense (in Thousands) | Item | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Consumer credit services | $5,670 | $4,240 | $11,194 | $7,532 | | Other | $11,751 | $10,401 | $20,231 | $19,234 | | Total other non-interest expense | $17,421 | $14,641 | $31,425 | $26,766 | - Referral revenue increased by 46% year-over-year in Q2 2022 and 44% in H1 2022, contributing to the overall increase in other non-interest income[214] Note 20. Segment Reporting This note presents financial information for the company's two operating segments: LC Bank and Parent only - The Company operates with two primary segments: LendingClub Bank (LC Bank) and LendingClub Corporation (Parent only), reflecting its legal organizational structure post-Acquisition[216][217][218] - LC Bank, the national bank entity, handles post-Acquisition operations, including originating and retaining loans, selling loans to investors, and managing deposits[217] - The Parent only segment primarily reflects pre-Acquisition operations, such as servicing fee revenue for older loans and interest income/expense from the Retail Program and Structured Program transactions[218] Segment Net Income (Loss) (Three Months Ended June 30, in Thousands) | Segment | 2022 | 2021 | | :------------------------------------------ | :----- | :----- | | LendingClub Bank | $40,547 | $39,782 | | LendingClub Corporation (Parent only) | $78,105 | $(8,739) | | Intercompany Eliminations | $63,408 | $(21,672) | | Consolidated Total | $182,060 | $9,371 | Segment Net Income (Loss) (Six Months Ended June 30, in Thousands) | Segment | 2022 | 2021 | | :------------------------------------------ | :----- | :------- | | LendingClub Bank | $77,736 | $12,356 | | LendingClub Corporation (Parent only) | $92,112 | $(28,903) | | Intercompany Eliminations | $53,048 | $(21,166) | | Consolidated Total | $222,896 | $(37,713) | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a comprehensive discussion and analysis of LendingClub's financial condition and results of operations Overview This section provides a high-level overview of LendingClub's business model as a digital marketplace bank - LendingClub is a digital marketplace bank, founded in 2006, specializing in unsecured personal loans leveraging technology and data science[233] - The Company acquired Radius Bancorp, Inc. in February 2021, becoming a bank holding company and operating most of its business through LC Bank as a regulated lender and originator[233] Executive Summary This section summarizes the key financial and operational highlights for the second quarter of 2022 Key Financial Highlights (Q2 2022 vs. Q2 2021) | Metric | Q2 2022 | Q2 2021 | YoY Change | | :------------------------------------------ | :------ | :------ | :--------- | | Total loan originations | $3.8B | $2.7B | +41% | | Total net revenue | $330.1M | $204.4M | +61% | | Marketplace revenue | $206.4M | $151.7M | +36% | | Net interest income | $116.2M | $45.9M | +153% | | Provision for credit losses | $70.6M | $34.6M | +104% | | Total non-interest expense | $209.4M | $160.1M | +31% | | Net income | $182.1M | $9.4M | N/M | | Net income excluding income tax benefit | $46.8M | $9.4M | +399% | | Pre-tax, pre-provision income | $120.7M | $44.2M | +173% | | Loans and leases HFI, net | $3.8B | $2.3B | +66% | | Total deposits | $4.5B | $2.5B | +78% | - Loan originations increased 41% year-over-year to $3.8 billion in Q2 2022, driven by unsecured personal loans, with HFI loans representing 27% of total originations[234] - Net income for Q2 2022 included a $135.3 million tax benefit from the reversal of a deferred tax asset valuation allowance[236] Financial Highlights This section presents key consolidated financial metrics and performance ratios for recent periods Consolidated Financial Highlights (in Thousands, Except Ratios) | Metric | June 30, 2022 | March 31, 2022 | June 30, 2021 | | :------------------------------------------ | :------------ | :------------- | :------------ | | Total net revenue | $330,058 | $289,537 | $204,381 | | Net income (loss) | $182,060 | $40,836 | $9,371 | | Diluted EPS | $1.73 | $0.39 | $0.09 | | Total loan originations | $3,840,373 | $3,216,550 | $2,722,443 | | Loans and leases HFI, net | $3,811,461 | $3,234,311 | $2,299,045 | | Total deposits | $4,527,672 | $3,977,477 | $2,539,704 | | Total equity | $1,079,117 | $887,434 | $762,359 | | Consolidated Efficiency ratio | 63.4% | 66.0% | 78.4% | | Consolidated ROE | 33.8% | 18.7% | 5.0% | | Consolidated ROA | 5.5% | 3.1% | 0.8% | | AUM (in millions) | $14,783 | $13,341 | $10,741 | - Consolidated net income and diluted EPS saw substantial sequential and year-over-year growth, significantly influenced by the income tax benefit in Q2 2022[242] - The efficiency ratio improved to 63.4% in Q2 2022 from 78.4% in Q2 2021, indicating improved operational efficiency[242] Results of Operations This section provides a detailed analysis of the company's operational results Marketplace Revenue This section analyzes the key drivers behind the changes in marketplace revenue components Marketplace Revenue Components (in Thousands) | Component | Q2 2022 | Q1 2022 | Q2 2021 | YoY Change (%) | QoQ Change (%) | | :------------------------ | :------ | :------ | :------ | :------------- | :------------- | | Origination fees | $149,252 | $122,093 | $113,802 | 31% | 22% | | Servicing fees | $18,166 | $18,514 | $22,714 | (20)% | (2)% | | Gain on sales of loans | $29,319 | $24,110 | $19,317 | 52% | 22% | | Net fair value adjustments | $9,647 | $15,249 | $(4,098) | N/M | (37)% | | Total marketplace revenue | $206,384 | $179,966 | $151,735 | 36% | 15% | - Origination fees increased by 31% year-over-year and 22% sequentially in Q2 2022, driven by higher marketplace loan origination volume, which grew 29% year-over-year and 19% sequentially[255][256] - Servicing fees decreased 20% year-over-year in Q2 2022, primarily due to changes in the fair value of servicing assets, despite a higher principal balance of loans serviced[259] - Net fair value adjustments increased significantly year-over-year to $9.6 million in Q2 2022 from $(4.1) million in Q2 2021, due to higher loan sale prices and increased volume[262] Other Non-interest Income This section analyzes the components and changes in other non-interest income Other Non-interest Income Components (in Thousands) | Component | Q2 2022 | Q1 2022 | Q2 2021 | YoY Change (%) | QoQ Change (%) | | :------------------------------------------ | :------ | :------ | :------ | :------------- | :------------- | | Referral revenue | $4,025 | $3,691 | $2,762 | 46% | 9% | | Realized gains on sales of securities | — | $36 | $148 | (100)% | (100)% | | Other | $3,423 | $6,164 | $3,831 | (11)% | (44)% | | Total other non-interest income | $7,448 | $9,891 | $6,741 | 10% | (25)% | - Referral revenue increased by 46% year-over-year in Q2 2022, contributing to a 10% overall increase in other non-interest income compared to Q2 2021[267] Net Interest Income This section analyzes the drivers of net interest income, including changes in interest-earning assets and liabilities Net Interest Income (Three Months Ended June 30, 2022 vs. 2021, in Thousands) | Item | Q2 2022 | Q2 2021 | YoY Change (%) | | :------------------------------------------ | :------ | :------ | :------------- | | Total interest income | $128,468 | $67,727 | 90% | | Total interest expense | $12,242 | $21,822 | (44)% | | Net interest income | $116,226 | $45,905 | 153% | | Interest rate spread | 8.21% | 4.29% | +392 bps | | Net interest margin | 8.45% | 4.67% | +378 bps | - Net interest income surged by 153% year-over-year to $116.2 million in Q2 2022, driven by a 90% increase in interest income and a 44% decrease in interest expense[272] - The increase in net interest income was primarily due to growth in unsecured personal loans held for investment and higher average yields on interest-earning assets, coupled with lower interest expense on retail notes and structured program borrowings[272][275] - Net interest margin improved significantly to 8.45% in Q2 2022 from 4.67% in Q2 2021[274] Provision for Credit Losses This section explains the changes in the provision for credit losses and the allowance for loan losses Provision for Credit Losses (in Thousands) | Item | Q2 2022 | Q1 2022 | Q2 2021 | YoY Change (%) | QoQ Change (%) | | :------------------------------------------ | :------ | :------ | :------ | :------------- | :------------- | | Credit loss expense for loans and leases HFI | $70,053 | $52,228 | $34,976 | 100% | 34% | | Credit loss (reversal of) expense for unfunded lending commitments | $513 | $281 | $(20) | N/M | 83% | | Total provision for credit losses | $70,566 | $52,509 | $34,634 | 104% | 34% | - The provision for credit losses increased by 104% year-over-year and 34% sequentially in Q2 2022, primarily due to the growth in the volume of loans held for investment[286] Allowance for Loan and Lease Losses (ALLL) Activity (in Thousands) | Item | June 30, 2022 | March 31, 2022 | June 30, 2021 | | :------------------------------------------ | :------------ | :------------- | :------------ | | ALLL, beginning of period | $187,985 | $144,389 | $36,132 | | Credit loss expense for loans and leases HFI | $70,053 | $52,228 | $34,976 | | Charge-offs | $(15,852) | $(9,089) | $(246) | | Recoveries | $1,074 | $457 | $219 | | ALLL, end of period | $243,260 | $187,985 | $71,081 | - The ratio of ALLL to total loans and leases HFI increased to 6.00% at June 30, 2022, from 3.00% at June 30, 2021[290] - Total nonaccrual loans and leases held for investment increased to $22.8 million at June 30, 2022, from $9.9 million at December 31, 2021[295] Non-Interest Expense This section analyzes the key drivers behind the changes in non-interest expense components Non-Interest Expense (in Thousands) | Item | Q2 2022 | Q1 2022 | Q2 2021 | YoY Change (%) | QoQ Change (%) | | :------------------------------------------ | :------ | :------ | :------ | :------------- | :------------- | | Compensation and benefits | $85,103 | $81,610 | $71,925 | 18% | 4% | | Marketing | $61,497 | $55,080 | $35,107 | 75% | 12% | | Equipment and software | $12,461 | $11,046 | $9,281 | 34% | 13% | | Occupancy | $6,209 | $6,019 | $6,157 | 1% | 3% | | Depreciation and amortization | $10,557 | $11,039 | $11,508 | (8)% | (4)% | | Professional services | $16,138 | $12,406 | $11,520 | 40% | 30% | | Other non-interest expense | $17,421 | $14,004 | $14,641 | 19% | 24% | | Total non-interest expense | $209,386 | $191,204 | $160,139 | 31% | 10% | - Total non-interest expense increased by 31% year-over-year and 10% sequentially in Q2 2022, primarily driven by increases in marketing expenses and compensation and benefits[300] - Marketing expense saw a 75% year-over-year increase in Q2 2022, mainly due to higher variable marketing expenses tied to increased origination volume and deposits[303] - Professional services increased by 40% year-over-year in Q2 2022, primarily due to higher consulting fees[306] Income Taxes This section explains the significant income tax benefit recorded due to the release of the valuation allowance - The Company recorded an income tax benefit of $132.0 million for Q2 2022 and $127.0 million for H1 2022, primarily due to the release of a $135.3 million valuation allowance against deferred tax assets[309] - This release was a result of the Company's business model transition, increased profitability, and the expectation of continued profitability[310] - As of June 30, 2022, a valuation allowance of $69.9 million remains related to NOLs and tax credit carryforwards, with a projected effective tax rate of 28% in 2023[310] Segment Information This section provides an analysis of the financial performance of the company's operating segments - The Company's operating segments are LC Bank and LendingClub Corporation (Parent only), reflecting its legal organizational structure[312] - LC Bank, the national bank entity, focuses on post-Acquisition activities including loans, leases, and deposits, while the Parent only segment reflects pre-Acquisition operations[312][313] Segment Net Income (Loss) (Six Months Ended June 30, in Thousands) | Segment | 2022 | 2021 | | :------------------------------------------ | :----- | :------- | | LendingClub Bank | $77,736 | $12,356 | | LendingClub Corporation (Parent only) | $92,112 | $(28,903) | | Intercompany Eliminations | $53,048 | $(21,166) | | Consolidated Total | $222,896 | $(37,713) | Non-GAAP Financial Measures This section explains the use and reconciliation of non-GAAP financial measures to their GAAP counterparts - The Company uses non-GAAP financial measures, specifically Net Income (Loss) Excluding Income Tax Benefit and Diluted EPS Excluding Income Tax Benefit, to provide supplemental information on business performance[322][323] - These non-GAAP measures adjust for the impact of the deferred tax asset valuation allowance release in Q2 2022 to offer a clearer view of core operational financial performance[323][325] Supervision and Regulatory Environment This section describes the comprehensive regulatory framework governing the company's operations - As a bank holding company and national bank, LendingClub is subject to comprehensive supervision, examination, and enforcement by the FRB and OCC[328] - Non-compliance with regulations could lead to license loss, enforcement actions, lawsuits, monetary penalties, and operational restrictions, adversely impacting the business[329] - The Company monitors and complies with regulatory developments related to COVID-19, which have imposed restrictions on debt collection and required payment deferrals[327] Capital Management This section details the company's capital adequacy, regulatory requirements, and capital ratios - LendingClub and LC Bank are subject to U.S. Basel III capital adequacy guidelines, with commitments to maintain higher-than-minimum capital ratios (e.g., CET1 risk-based capital ratio of 11.0% for the Company and LC Bank until February 2024)[332] LC Bank's Regulatory Capital Ratios (in Millions) | Capital Ratio | June 30, 2022 (Ratio) | December 31, 2021 (Ratio) | | :---------------------- | :-------------------- | :-------------------------- | | CET1 capital | 16.7% | 16.7% | | Tier 1 capital | 16.7% | 16.7% | | Total capital | 18.0% | 18.0% | | Tier 1 leverage | 13.4% | 14.3% | LendingClub Corporation's Regulatory Capital Ratios (in Millions) | Capital Ratio | June 30, 2022 (Ratio) | December 31, 2021 (Ratio) | | :---------------------- | :-------------------- | :-------------------------- | | CET1 capital | 20.0% | 21.3% | | Tier 1 capital | 20.0% | 21.3% | | Total capital | 21.6% | 23.0% | | Tier 1 leverage | 16.2% | 16.5% | - The Company elected to delay the estimated impact of CECL on regulatory capital, resulting in a $35 million CET1 capital benefit at December 31, 2021, which is being phased out over a three-year transition period[338] Liquidity This section discusses the company's sources and management of liquidity for both the bank and holding company - LC Bank's primary short-term liquidity sources include cash, unencumbered AFS debt securities, and unused borrowing capacity with the FHLB and FRB Discount Window, supported by customer deposits[340][342] - Cash and cash equivalents at LC Bank increased to $1.0 billion at June 30, 2022, from $659.9 million at December 31, 2021, reflecting deposit growth[342] - The holding company's primary liquidity source is cash and cash equivalents ($95.8 million at June 30, 2022) and access to capital markets[343] - The Company believes its current liquidity, including cash on hand, AFS securities, and cash flow from operations, is sufficient to meet its needs for the next twelve months and beyond[344] Market Risk This section describes the company's primary market risk, interest rate risk, and its sensitivity to rate changes - The primary market risk for LendingClub is interest rate risk, affecting net interest income through changes in interest rates, rate relationships, asset prepayments, and deposit/liability composition[345] - LC Bank's net interest income sensitivity to hypothetical instantaneous parallel changes in interest rates is not significant, with a 200 basis point increase resulting in a (3.1)% change and a 100 basis point decrease resulting in a 0.0% change over the next twelve months[347] Critical Accounting Estimates This section confirms there have been no significant changes to critical accounting estimates - There have been no significant changes to the Company's critical accounting estimates during the first half of 2022[350] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section refers to the comprehensive discussion on market risk provided in Item 2 - For detailed information on quantitative and qualitative disclosures about market risk, refer to 'Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations – Market Risk'[352] Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures as of June 30, 2022 - The Company's CEO and CFO concluded that disclosure controls and procedures were designed and functioned effectively as of June 30, 2022, providing reasonable assurance for timely and accurate reporting[353][354] - No material changes in internal control over financial reporting occurred during the second quarter of 2022[355] PART II. OTHER INFORMATION This part provides other required information, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings This section refers to the comprehensive discussion of legal proceedings provided in Note 17 - For a comprehensive discussion of legal proceedings, refer to 'Note 17. Commitments and Contingencies – Legal' in the Notes to Condensed Consolidated Financial Statements[356] Item 1A. Risk Factors This section updates risk factors, highlighting new risks related to political events and military conflicts - The Company's business operations may be adversely impacted by political events, terrorism, military conflict (including the war in Ukraine), cyber-attacks, public health issues, natural disasters, and other business interruptions[359][360] - The Ukrainian-Russian conflict, despite no material direct impact yet, could have unpredictable and adverse effects on the domestic and global economy, potentially heightening risks like inflation and cybersecurity[361] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section states that there were no unregistered sales of equity securities or use of proceeds to report - No unregistered sales of equity securities or use of proceeds occurred during the period[362] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities to report - No defaults upon senior securities occurred during the period[362] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[362] Item 5. Other Information This section states that there is no other information to report - No other information is applicable[362] Item 6. Exhibits This section provides an index of exhibits filed or incorporated by reference as part of the report - The exhibit index lists various documents, including Restated Certificate of Incorporation, Amended and Restated Bylaws, CEO and CFO certifications (Sarbanes-Oxley Act), and XBRL Instance Documents[364][365] Signatures This section contains the official signatures of the company's executive officers - The report is signed by Scott Sanborn, Chief Executive Officer, and Thomas W. Casey, Chief Financial Officer, on August 1, 2022[366]