SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 333-74817
MAIN PLACE FUNDING, LLC
(Exact name of registrant as specified in its charter)
Delaware 57-0236115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 North Tryon Street, Charlotte, NC 28255
(Address of principal executive offices) (Zip Code)
(704) 388-7436
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes x No___
On August 16, 1999, there were no shares of common stock outstanding. As of
August 16, 1999, members' interests consisted of ownership percentages of 99
percent and 1 percent for Bank of America, N.A. and Main Place Trust,
respectively.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
H (1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE
REDUCED DISCLOSURE FORMAT.
<PAGE>
Main Place Funding, LLC
June 30, 1999 Form 10-Q
Index
<TABLE>
<CAPTION> <C>
<S> <C> Page
Part I. Financial Information
Item 1. Financial Statements
Statement of Income for the Three Months and Six Months
Ended June 30, 1999 and 1998 3
Balance Sheet on June 30, 1999 and December 31, 1998 4
Statement of Cash Flows for the Six Months Ended
June 30, 1999 and 1998 5
Statement of Changes in Members' and Shareholders' Equity for the
Six Months Ended June 30, 1999 and 1998 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signature 13
Index to Exhibits 14
2
</TABLE>
<PAGE>
Part I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements
Main Place Funding, LLC
Statement of Income
(Dollars in Thousands)
Three Months Six Months
Ended June 30 Ended June 30
--------------------------- --------------------------
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------ --------------------------
<S> <C> <C> <C> <C>
Income
Interest and fees on loans $228,403 $287,064 $461,472 $ 599,863
Interest on securities 120,640 379,979 262,396 764,246
Interest on time deposits placed 108,662 191,653 263,270 438,007
Gains on sales of securities 1,922 14,483 4,420 15,757
--------------------------- --------------------------
Total income 459,627 873,179 991,558 1,817,873
--------------------------- --------------------------
Expenses
Interest on securities sold under agreements to repurchase 80,073 222,921 170,012 524,078
Interest on long-term debt 41,060 59,931 74,328 119,922
Provision for credit losses - - - 7,400
Other operating expenses 5,604 11,264 11,924 21,688
--------------------------- --------------------------
Total expenses 126,737 294,116 256,264 673,088
--------------------------- --------------------------
Income before income taxes 332,890 579,063 735,294 1,144,785
Income tax expense - 202,672 - 400,675
--------------------------- --------------------------
Net income $332,890 $376,391 $735,294 $ 744,110
=========================== ==========================
See accompanying notes to financial statements.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Main Place Funding, LLC
Balance Sheet
(Dollars in Thousands)
June 30 December 31
1999 1998
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents $1,037,689 $2,219,988
Time deposits placed with affiliates 4,000,000 12,000,000
Securities:
Held for investment, at cost (market value $164,912 and $201,220) 85,913 201,190
Available for sale 6,274,774 8,794,598
--------------------------------
Total securities 6,360,687 8,995,788
--------------------------------
Loans, net of unearned income 12,862,364 13,092,178
Allowance for credit losses (36,998) (37,599)
--------------------------------
Loans, net of allowance for credit losses 12,825,366 13,054,579
Interest receivable 108,552 127,536
Accounts receivable from affiliates 39,494 460,734
Other assets 63,766 92,281
--------------------------------
Total assets $24,435,554 $36,950,906
================================
Liabilities
Accrued expenses $ 2,605 $ 933
Accrued expenses due to affiliates 581,207 590,623
Securities sold under agreements to repurchase from affiliates 6,192,371 8,658,818
Long-term debt 3,999,912 2,499,879
--------------------------------
Total liabilities 10,776,095 11,750,253
--------------------------------
Members' Equity
Contributed equity 13,395,436 24,980,572
Undistributed income 200,370 -
Accumulated other comprehensive income 63,653 220,081
--------------------------------
Total members' equity 13,659,459 25,200,653
--------------------------------
Total liabilities and members' equity $24,435,554 $36,950,906
================================
See accompanying notes to financial statements.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Main Place Funding, LLC
Statement of Cash Flows
(Dollars in Thousands)
Six Months Ended
June 30
-----------------------------------
1999 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating Activities
Net income $ 735,294 $ 744,110
Reconciliation of net income to net cash provided by operating activities
Gains on sales of securities (4,420) (15,757)
Provision for credit losses - 7,400
Net decrease in interest receivable 18,984 16,781
Net decrease in accounts receivable from affiliates 421,240 242,032
Net increase in accrued expenses 1,672 437,430
Net decrease in accrued expenses due to affiliates (9,416) (82,664)
Other operating activities 28,276 (35,546)
-----------------------------------
Net cash provided by operating activities 1,191,630 1,313,786
-----------------------------------
Investing Activities
Proceeds from sales and maturities of securities held for investment 117,095 168,872
Proceeds from sales and maturities of securities available for sale 2,390,442 2,271,218
Purchases of securities available for sale (13,184) (168,485)
Net decrease in time deposits placed with affiliates 8,000,000 3,400,000
Purchases of loans (2,178,396) (2,942,902)
Collections of loans outstanding 2,276,561 3,049,303
-----------------------------------
Net cash provided by investing activities 10,592,518 5,778,006
-----------------------------------
Financing Activities
Net decrease in securities sold under agreements
to repurchase (2,466,447) (7,606,236)
Proceeds from issuance of long term debt 1,500,000 -
Distribution of capital to affiliates (12,000,000) -
-----------------------------------
Net cash used in financing activities (12,966,447) (7,606,236)
-----------------------------------
Net decrease in cash and cash equivalents (1,182,299) (514,444)
Cash and cash equivalents at beginning of period 2,219,988 1,709,810
-----------------------------------
Cash and cash equivalents at end of period $ 1,037,689 $ 1,195,366
===================================
Supplemental disclosure of noncash transactions
Securities available for sale contributed from affiliate $ - $ 75,182
Loans securitized and retained in the securities portfolio - 1,520,041
Distribution of loans to affiliates 120,060 -
See accompanying notes to financial statements.
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Main Place Funding, LLC
Statement of Changes in Members' and Shareholders' Equity
(Dollars in Thousands)
Accumulated Total
Class A Class B Additional Other Members' and Compre-
Trust Trust Paid-In Retained Contributed Undistributed Comprehensive Shareholders' hensive
Shares Shares Capital Earnings Equity Income Income (1) Equity Income
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance on December 31, 1997 $100 $1,100 $32,321,896 $ 806,236 $ - $ - $167,207 $33,296,539
Net income 744,110 744,110 $744,110
Other comprehensive
income, net of tax 86,581 86,581 86,581
-----------
Comprehensive income $830,691
===========
Net assets contributed by
Bank of America, N.A. 75,182 75,182
Other (1,458) (1,458)
-----------------------------------------------------------------------------------------
Balance on June 30, 1998 $100 $1,100 $32,395,620 $1,550,346 $ - $ - $253,788 $34,200,954
=========================================================================================
Balance on December 31, 1998 $ - $ - $ - $ - $24,980,572 $ - $220,081 $25,200,653
Net income 735,294 735,294 $735,294
Other comprehensive income (156,428) (156,428) (156,428)
-----------
Comprehensive income $578,866
===========
Distribution (11,585,136) (534,924) (12,120,060)
-----------------------------------------------------------------------------------------
Balance on June 30, 1999 $ - $ - $ - $ - $13,395,436 $200,370 $63,653 $13,659,459
=========================================================================================
(1) Changes in Accumulated Other Comprehensive Income includes net unrealized gains (losses) on securities available for sale.
See accompanying notes to financial statements.
6
</TABLE>
<PAGE>
Main Place Funding, LLC
Notes to Financial Statements
Note 1 - Accounting Policies
Main Place Funding, LLC (Main Place), a Delaware limited liability company, is a
subsidiary of Bank of America, N.A., which is a wholly owned indirect subsidiary
of Bank of America Corporation (the Corporation). On September 25, 1998, the
Corporation's predecessor, NationsBank Corporation (NationsBank), reincorporated
in Delaware, and on September 30, 1998, the former BankAmerica Corporation
merged into NationsBank with the latter entity surviving. In connection with
this merger, NationsBank changed its name to "BankAmerica Corporation." On April
28, 1999, BankAmerica Corporation changed its name to "Bank of America
Corporation." On July 5, 1999, NationsBank, N.A. changed its name to Bank of
America, N.A. On July 23, 1999, Bank of America, N.A. merged into Bank of
America NT&SA, and the surviving entity of that merger changed its name to Bank
of America, N.A.
Main Place is the successor by merger of Main Place Real Estate Investment Trust
(MPREIT) with and into Main Place. MPREIT was established on October 29, 1996 as
a Maryland real estate investment trust to consolidate the acquisition, holding
and management of certain closed-end residential mortgage loans owned by certain
affiliates of the Corporation. MPREIT is the successor by merger of Main Place
Funding Corporation (MPFC) as of November 1, 1996. On October 15, 1998, Main
Place Holdings Corporation, the former parent of MPREIT, merged with and into
Main Place, and on December 23, 1998, MPREIT merged with and into Main Place,
its parent company. These mergers were each accounted for in a manner similar to
a pooling of interests and, accordingly, the accompanying financial statements
include the results of operations and financial condition of the combined
entities since the beginning of the earliest period presented.
As of the December 23, 1998 merger, Bank of America, N.A. held a 99 percent
membership interest in Main Place. The other 1 percent membership interest is
held by Main Place Trust, a Delaware business trust. In connection with the
merger of MPREIT with and into Main Place, all outstanding MPREIT Class A Trust
Shares were cancelled. All outstanding MPREIT Class B Trust Shares were
converted into rights to receive cash. As a result of the December 23, 1998
merger, Main Place's ownership interests are presented in the accompanying
financial statements to reflect the equity structure of a limited liability
company. As the surviving entity, Main Place issues and sells mortgage-backed
bonds and acquires, owns, holds and pledges the related mortgage notes and other
assets serving as collateral in connection therewith. In connection with the
merger with MPREIT, Main Place assumed MPREIT's obligations under the Series
1995-2 and Series 1997-1 mortgage-backed bonds.
The information contained in the financial statements is unaudited. In the
opinion of management, all normal recurring adjustments necessary for a fair
presentation of the interim period results have been made. Certain prior period
amounts have been reclassified to conform to current period classifications.
Accounting policies followed in the presentation of interim financial results
are presented in Note 1 on pages 12 to 14 of the Annual Report on Form 10-K for
the year ended December 31, 1998.
Note 2 - Loans
The following table presents the composition of loans (dollars in thousands):
<TABLE>
<CAPTION>
June 30 December 31
1999 1998
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Residential mortgage $12,831,212 $13,052,858
Other consumer 16,250 21,997
Commercial real estate 14,902 17,323
----------------------------------------
Total loans $12,862,364 $13,092,178
========================================
</TABLE>
7
<PAGE>
Mortgage loans collateralizing mortgage-backed bonds were comprised of the
following (dollars in thousands):
<TABLE>
<CAPTION>
June 30 December 31
1999 1998
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Adjustable-rate $4,867,712 $2,419,756
Fixed-rate 1,576,687 1,265,581
----------------------------------------
Total mortgage loans $6,444,399 $3,685,337
========================================
</TABLE>
Transactions in the allowance for credit losses were as follows (dollars in
thousands):
<TABLE>
<CAPTION>
Six Months
Ended June 30
------------------------
1999 1998
- -------------------------------------------------------------------------
<S> <C> <C>
Balance on January 1 $37,599 $41,412
Loans charged off (977) (1,416)
Recoveries of loans previously charged off 376 119
Provision for credit losses - 7,400
------------------------
Balance on June 30 $36,998 $47,515
========================
</TABLE>
Main Place had $97.1 million of nonperforming loans on June 30, 1999 compared to
$109.8 million on December 31, 1998. Foreclosed properties on June 30, 1999
totaled $10.2 million compared to $9.1 million on December 31, 1998.
Note 3 - Affiliate Transactions
Main Place maintains its cash and cash equivalent accounts with Bank of America,
N.A. As of June 30, 1999 and December 31,1998, Main Place had $4.0 billion and
$12.0 billion, respectively, of time deposits placed with Bank of America, N.A.
Interest income on time deposits for the three months and six months ended June
30, 1999 was $108.7 million and $263.3 million, respectively, compared to $191.7
million and $438.0 million for the same prior year periods.
At June 30, 1999 and December 31, 1998, Main Place had $39.5 million and $460.7
million, respectively, of accounts receivable from affiliates. These receivables
are related to mortgage payments and securities principal and interest payments
in process of collection, which generally clear within 30 days.
On June 30, 1999 and December 31, 1998, Main Place had $6.2 billion and $8.7
billion, respectively, of securities sold under agreements to repurchase from
Bank of America, N.A. and Banc of America Securities LLC (formerly NationsBanc
Montgomery Securities LLC), wholly-owned indirect subsidiaries of the
Corporation. Interest expense on these securities for the three months and six
months ended June 30, 1999 was $80.1 million and $170.0 million, respectively,
compared to $222.9 million and $524.1 million for the same 1998 periods. Main
Place has entered into agreements with Bank of America, N.A. for the servicing
and administration of its mortgage portfolio. Servicing fees paid to Bank of
America, N.A. approximated $4.6 million and $10.3 million for the three months
and six months ended June 30, 1999, respectively, compared to $9.0 million and
$19.0 million for the same 1998 periods, and are included in "Other operating
expenses" on the accompanying statement of income.
8
<PAGE>
From time to time, Main Place purchases certain mortgage loans originated by
Bank of America, N.A. During the six months ended June 30, 1999 and 1998, Main
Place purchased $2.2 billion and $1.7 billion, respectively, of loans from Bank
of America, N.A. In addition, during the six months ended June 30, 1998, Main
Place purchased $695 million of loans from Bank of America, N.A., as well as
$425 million of loans in the secondary market through Bank of America, N.A.
Accrued expenses due to affiliates as of June 30, 1999 and December 31, 1998
included $571.9 million of allocated income taxes payable to the Corporation.
The allocated income tax expense was recognized prior to Main Place's conversion
to a limited liability company on December 23, 1998.
During the second quarter of 1999, Main Place made a $12.0 billion cash
distribution of capital of which $11.8 billion was made to Bank of America, N.A.
and $0.1 billion was made to Main Place Trust. Main Place also made a $120.0
million loan distribution of which $118.8 was made to Bank of America, N.A. and
$1.2 million was made to Main Place Trust, during the second quarter of 1999.
During the first quarter of 1998, Bank of America, N.A. contributed $75.2
million in available for sale securities to Main Place. This contribution was
recorded at the book value of the assets contributed.
At June 30, 1999, Main Place had a revolving line of credit agreement with Bank
of America, N.A. for the benefit of the trustee under the Series 1995-2
Mortgage-Backed Bonds. The maximum borrowing allowed under this agreement, which
expires in 2000, is $82.5 million. The borrowings bear interest at prime and are
subject to a 0.25 percent per annum commitment fee on the unused portion of the
facility. There have been no borrowings under this agreement.
Additionally, a subsidiary of Bank of America, N.A., Bank of America Technology
& Operations, Inc., (formerly NationsBanc Services, Inc.), provides data
processing and other support services to Main Place and certain other
subsidiaries of the Corporation. These services included the completion of
substantially all of Main Place's Year 2000 software conversion projects as of
June 30, 1999. The related costs, which are expensed when billed, are included
in "Other operating expenses." Bank of America Technology & Operations, Inc. is
reimbursed through affiliate allocations to the other subsidiaries. For further
information related to the Corporation's Year 2000 efforts, refer to the section
entitled "Year 2000 Project" in the Corporation's Quarterly Report on Form 10-Q
for the period ended June 30, 1999.
9
<PAGE>
Note 4 - Long-Term Debt
The following table displays the primary terms of Main Place's 1995-2, 1997-1,
and 1999-1 mortgage-backed bonds as of June 30, 1999 (dollars in thousands):
<TABLE>
<CAPTION>
Series Series Series
1995-2 1997-1 1999-1
(Issued (Issued (Issued
October 1995) March 1997) May 1999)
---------------------------------------------------------
<S> <C> <C> <C>
Amount issued $1,500,000 $1,000,000 $1,500,000
Reference rate 3-mo. LIBOR 3-mo. LIBOR 3-mo. LIBOR
+17 bps +5 bps +12bps
Period-end interest rate 5.168% 5.268% 5.169%
Maturity 2000 2000 2002
Mortgage loans and cash collateralizing mortgage-backed bonds:
Collateral - book value $2,299,961 $1,612,336 $2,776,829
Collateral - discounted value 1,717,806 1,286,639 2,171,027
Collateral - approximate amount exceeding
minimum indenture requirements 135,306 231,639 588,527
</TABLE>
Interest expense on the Series 1995-2, 1997-1 and 1999-1 mortgage-backed bonds
for the three months and six months ended June 30, 1999 was $41.1 million and
$74.3 million, respectively, compared to interest expense on the Series 1995-1,
1995-2 and 1997-1 mortgage-backed bonds of $59.9 million and $119.9 million for
the same periods in 1998. Main Place repaid its obligations on the Series 1995-1
mortgage-backed bonds of $1.5 billion on July 17, 1998.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Total net income for the second quarter and first half of 1999 was $332.9
million and $735.3 million, respectively, representing decreases of $43.5
million and $8.8 million from the corresponding periods last year. The decrease
primarily resulted from a decrease in interest income, partially offset by a
decrease in interest expense and the elimination of income tax expense. The
absence of income tax expense for the second quarter and first half of 1999 is
due to Main Place's reorganization as a limited liability company on December
23, 1998, in which it became a division of Bank of America, N.A. for income tax
purposes. Accordingly, no income tax expense was recorded in 1999. Income tax
expense was $202.7 million and $400.7 million for the second quarter and first
half of 1998.
Total income for the second quarter and first half of 1999 was $459.6 million
and $991.6 million, respectively, representing decreases of $413.6 million and
$826.3 million from the corresponding periods last year. The decreases include
declines in interest income from the securities portfolio of $259.3 million and
$501.9 million, respectively, resulting from reductions of $15.1 billion and
$14.6 billion in the average balance of the securities portfolios. The decreases
also include declines in interest on time deposits placed of $83.0 million and
$174.7 million, respectively, resulting from reductions of $4.7 billion and $4.8
billion in the respective average balances, as well as a 76 basis point and 75
basis point decreases in average yields to 4.82 percent and 4.83 percent. The
remaining decrease reflects a $58.7 million and $138.4 million decline in
interest and fees on loans resulting from a consistent reduction in the loan
portfolio, and a $12.6 million and $11.3 million decrease in gains on sales of
available-for-sale securities.
Total expenses (excluding income taxes) for the second quarter and first half of
1999 were $126.7 million and $256.3 million, respectively, representing a
decrease of $167.4 million and $379.0 million from the corresponding periods
last year. The decreases include declines in interest expense on securities sold
under agreements to repurchase of $142.8 million and $354.1 million,
respectively, resulting from reductions of $9.3 billion and $11.7 billion in
average borrowings, as well as a 76 basis point and an 85 basis point decreases
in average rates to 4.82 percent and 4.73 percent. The decreases also include
declines in interest expense on long-term debt of $18.9 million and $45.6
million, respectively, resulting from lower average balances due to repayment of
mortgage-backed bonds in the third quarter of 1998, and resulting from a 71
basis point and a 70 basis point decrease in average rates to 5.28 percent and
5.30 percent. In addition, other operating expenses, which primarily consist of
mortgage servicing costs, decreased $5.7 million and $9.8 million, respectively,
resulting from the reduction in the average balances of mortgage loans
outstanding in those periods.
Main Place made no provision for credit losses for the second quarter and first
half of 1999 due to the decline in the average balance of the loan portfolio
throughout 1998 and the $12.7 million decrease in nonperforming loans to $97.1
million on June 30, 1999 from $109.8 million on December 31, 1998. Future
economic conditions and changes in the loan portfolio may increase nonperforming
loans and, accordingly the level of the allowance for credit losses. The nature
of the process by which Main Place determines the appropriate allowance for
credit losses requires the exercise of considerable judgment. After review of
all relevant matters effecting loan collectibility, management believes that the
allowance for credit losses is appropriate given its analysis of probable credit
losses on June 30, 1999.
For information related to the Corporation's Year 2000 efforts, refer to the
section titled "Year 2000 Project" in the Corporation's Quarterly Report on Form
10-Q for the period ended June 30, 1999.
11
<PAGE>
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
12 Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
(b) Reports on Form 8-K:
None.
12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Main Place Funding, LLC
------------------------
Date: August 16, 1999 /s/ Susan R. Faulkner
------------------------
Treasurer and Senior Vice President/
Principal Financial and Accounting Officer
(Principal Financial and
Duly Authorized Officer)
13
<PAGE>
Main Place Funding, LLC
Form 10-Q
Index to Exhibits
Exhibit Description
12 Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
14
<TABLE>
<CAPTION>
Main Place Funding, LLC Exhibit 12
Ratio of Earnings to Fixed Charges
- ---------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
Six Months Year Year Year Year From Inception
Ended Ended Ended Ended Ended Through
June 30 December 31 December 31 December 31 December 31 December 31
1999 1998 1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income before income taxes $735,294 $2,341,426 $1,294,152 $216,709 $ 48,070 $ 5,459
Fixed charges:
Interest expense 243,081 1,056,419 595,818 255,318 145,822 25,701
Amortization of debt discount and
appropriate issuance costs 1,259 3,128 3,713 2,856 983 -
--------------------------------------------------------------------------------
Total fixed charges 244,340 1,059,547 599,531 258,174 146,805 25,701
Earnings before fixed charges $979,634 $3,400,973 $1,893,683 $474,883 $194,875 $31,160
================================================================================
Fixed charges $244,340 $1,059,547 $599,531 $258,174 $146,805 $25,701
================================================================================
Ratio of Earnings to Fixed Charges 4.01 3.21 3.16 1.84 1.33 1.21
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary information extracted from the March 31, 1999
Form 10-Q for Main Place Funding, LLC and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,037,689
<INT-BEARING-DEPOSITS> 4,000,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,274,774
<INVESTMENTS-CARRYING> 85,913
<INVESTMENTS-MARKET> 164,912
<LOANS> 12,862,364
<ALLOWANCE> (36,998)
<TOTAL-ASSETS> 24,435,554
<DEPOSITS> 0
<SHORT-TERM> 6,192,371
<LIABILITIES-OTHER> 583,812
<LONG-TERM> 3,999,912
0
0
<COMMON> 0
<OTHER-SE> 13,659,459
<TOTAL-LIABILITIES-AND-EQUITY> 24,435,554
<INTEREST-LOAN> 461,472
<INTEREST-INVEST> 262,396
<INTEREST-OTHER> 263,270
<INTEREST-TOTAL> 987,138
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 244,340
<INTEREST-INCOME-NET> 742,798
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 4,420
<EXPENSE-OTHER> 11,924
<INCOME-PRETAX> 735,294
<INCOME-PRE-EXTRAORDINARY> 735,294
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 735,294
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 97,093
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 37,599
<CHARGE-OFFS> (977)
<RECOVERIES> 376
<ALLOWANCE-CLOSE> 36,998
<ALLOWANCE-DOMESTIC> 36,998
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
