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
September 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 November 15, 1999, there were no shares of common stock outstanding. As
of November 15, 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
September 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 Nine Months
Ended September 30, 1999 and 1998 3
Balance Sheet at September 30, 1999 and December 31, 1998 4
Statement of Cash Flows for the Nine Months Ended
September 30, 1999 and 1998 5
Statement of Changes in Members' and Shareholders' Equity for the
Nine Months Ended September 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
</TABLE>
2
<PAGE>
Part I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements
Main Place Funding, LLC
Statement of Income
(Dollars in Thousands)
Three Months Nine Months
Ended September 30 Ended September 30
------------------------- ---------------------------
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------ ---------------------------
<S> <C> <C> <C> <C>
Income:
Interest and fees on loans $229,322 $265,081 $690,794 $864,944
Interest on securities 107,082 339,698 369,478 1,103,944
Interest on time deposits placed 52,827 198,824 316,097 636,831
Gains on sales of securities 40,486 42,099 44,906 57,856
------------------------- ---------------------------
Total income 429,717 845,702 1,421,275 2,663,575
------------------------- ---------------------------
Expense:
Interest on securities sold under agreements to repurchase 76,020 184,799 246,032 708,877
Interest on long-term debt 55,594 41,538 129,922 161,460
Provision for credit losses - (5,000) - 2,400
Other operating expense 6,256 9,535 18,180 31,223
------------------------- ---------------------------
Total expense 137,870 230,872 394,134 903,960
------------------------- ---------------------------
Income before income taxes 291,847 614,830 1,027,141 1,759,615
Income tax expense - 102,380 - 503,055
------------------------- ---------------------------
Net income $291,847 $512,450 $1,027,141 $1,256,560
========================= ===========================
See accompanying notes to financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Main Place Funding, LLC
Balance Sheet
(Dollars in Thousands)
September 30 December 31
1999 1998
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 773,851 $ 2,219,988
Time deposits placed with affiliates 4,250,000 12,000,000
Securities:
Held for investment, at cost (market value $62,809 and $201,220) 62,788 201,190
Available for sale 5,746,185 8,794,598
------------------------------
Total securities 5,808,973 8,995,788
------------------------------
Loans, net of unearned income 12,916,845 13,092,178
Allowance for credit losses (36,349) (37,599)
------------------------------
Loans, net of allowance for credit losses 12,880,496 13,054,579
Interest receivable 105,831 127,536
Accounts receivable from affiliates 25,341 460,734
Other assets 94,125 92,281
------------------------------
Total assets $ 23,938,617 $ 36,950,906
==============================
Liabilities
Accrued expenses $ 2,793 $ 933
Accrued expenses due to affiliates 583,895 590,623
Securities sold under agreements to repurchase from affiliates 5,438,987 8,658,818
Long-term debt 3,999,929 2,499,879
------------------------------
Total liabilities 10,025,604 11,750,253
------------------------------
Members' Equity
Contributed equity 13,395,435 24,980,572
Undistributed income 492,217 -
Accumulated other comprehensive income 25,361 220,081
------------------------------
Total members' equity 13,913,013 25,200,653
------------------------------
Total liabilities and members' equity $ 23,938,617 $ 36,950,906
==============================
See accompanying notes to financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Main Place Funding, LLC
Statement of Cash Flows
(Dollars in Thousands)
Nine Months Ended
September 30
-----------------------------------
1999 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating Activities
Net income $ 1,027,141 $ 1,256,560
Reconciliation of net income to net cash provided by operating activities
Gains on sales of securities (44,906) (57,856)
Provision for credit losses - 2,400
Net decrease in interest receivable 21,705 28,025
Net decrease in accounts receivable from affiliates 435,393 427,282
Net increase (decrease) in accrued expenses 1,860 (126,369)
Net (decrease) increase in accrued expenses due to affiliates (6,728) 609,450
Other operating activities 574 (89,113)
-----------------------------------
Net cash provided by operating activities 1,435,039 2,050,379
-----------------------------------
Investing Activities
Proceeds from sales and maturities of securities held for investment 140,913 224,434
Proceeds from sales and maturities of securities available for sale 2,956,570 7,631,029
Purchases of securities available for sale (46,519) (1,125,485)
Net decrease in time deposits placed with affiliates 7,750,000 3,049,400
Purchases of loans (2,904,403) (3,629,648)
Collections of loans outstanding 2,942,094 4,294,924
-----------------------------------
Net cash provided by investing activities 10,838,655 10,444,654
-----------------------------------
Financing Activities
Net decrease in securities sold under agreements
to repurchase (3,219,831) (10,749,424)
Proceeds from issuance of long-term debt 1,500,000 -
Retirement of long-term debt - (1,499,797)
Distribution of capital to members (12,000,000) -
-----------------------------------
Net cash used in financing activities (13,719,831) (12,249,221)
-----------------------------------
Net (decrease) increase in cash and cash equivalents (1,446,137) 245,812
Cash and cash equivalents at beginning of period 2,219,988 1,709,810
-----------------------------------
Cash and cash equivalents at end of period $ 773,851 $ 1,955,622
===================================
Supplemental disclosure of noncash transactions
Securities available for sale contributed from affiliate $ - $ 75,182
Loans securitized and retained in the securities portfolio - 1,903,041
Distribution of loans to members 120,061 -
See accompanying notes to financial statements.
</TABLE>
5
<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 1,256,560 1,256,560 $1,256,560
Other comprehensive income,
net of tax 155,371 155,371 155,371
-----------
Comprehensive income $1,411,931
===========
Net assets contributed by
Bank of America, N.A. 75,182 75,182
Other (1,458) (1,458)
-----------------------------------------------------------------------------------------
Balance on September 30, 1998 $100 $1,100 $32,395,620 $2,062,796 $ - $ - $322,578 $34,782,194
=========================================================================================
Balance on December 31, 1998 $ - $ - $ - $ - $24,980,572 $ - $220,081 $25,200,653
Net income 1,027,141 1,027,141 $1,027,141
Other comprehensive income (194,720) (194,720) (194,720)
-----------
Comprehensive income $ 832,421
===========
Distribution (11,585,137) (534,924) (12,120,061)
-----------------------------------------------------------------------------------------
Balance on September 30, 1999 $ - $ - $ - $ - $13,395,435 $ 492,217 $ 25,361 $13,913,013
=========================================================================================
(1) Changes in Accumulated Other Comprehensive Income includes net unrealized gains (losses) on securities available for sale.
See accompanying notes to financial statements.
</TABLE>
6
<PAGE>
Main Place Funding, LLC
Notes to Financial Statements
Note 1 - Description of Business
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 was the successor by merger of Main Place
Funding Corporation (MPFC) with and into MPREIT on 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.
Note 2 - Accounting Policies
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 3 - Loans
The following table presents the composition of loans (dollars in thousands):
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Residential mortgage $12,891,705 $13,052,858
Other consumer 14,958 21,997
Commercial real estate 10,182 17,323
------------------------------------
Total loans $12,916,845 $13,092,178
====================================
</TABLE>
7
<PAGE>
Mortgage loans collateralizing mortgage-backed bonds were comprised of the
following (dollars in thousands):
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Adjustable-rate $4,777,996 $2,419,756
Fixed-rate 1,505,601 1,265,581
------------------------------------
Total mortgage loans $6,283,597 $3,685,337
------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Transactions in the allowance for credit losses were as follows
(dollars in thousands):
Nine Months
Ended September 30
---------------------
1999 1998
- -------------------------------------------------------------------------------
<S> <C> <C>
Balance on January 1 $37,599 $41,412
Loans charged off (1,626) (2,250)
Recoveries of loans previously charged off 376 501
Provision for credit losses - 2,400
---------------------
Balance on September 30 $36,349 $42,063
---------------------
</TABLE>
Main Place had $88.3 million of nonperforming loans on September 30, 1999
compared to $109.8 million on December 31, 1998. Foreclosed properties on
September 30, 1999 totaled $10.4 million compared to $9.1 million on December
31, 1998.
Note 4 - Affiliate Transactions
Main Place maintains its cash and cash equivalent accounts with Bank of America,
N.A. At September 30, 1999 and December 31, 1998, Main Place had $4.3 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 nine months ended
September 30, 1999 was $52.8 million and $316.1 million, respectively, compared
to $198.8 million and $636.8 million for the same prior year periods.
At September 30, 1999 and December 31, 1998, Main Place had $25.3 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.
At September 30, 1999 and December 31, 1998, Main Place had $5.4 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
nine months ended September 30, 1999 was $76.0 million and $246.0 million,
respectively, compared to $184.8 million and $708.9 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 $6.2 million and $16.6 million for the
three months and nine months ended September 30, 1999, respectively, compared to
$8.0 million and $27.0 million for the same 1998 periods, and are included in
"Other operating expense" 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 three months and nine months ended September
30, 1999 Main Place purchased $0.7 billion Main Place purchased $2.9 billion and
$2.9 billion, respectively, of loans from Bank of America, N.A., compared to
$1.5 billion and $3.2 billion for the same 1998 periods. In addition, during
the nine months ended September 30,1998, Main Place purchased $425 million of
loans in the secondary market through Bank of America, N.A.
Accrued expenses due to affiliates as of September 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. See Note
Six of the financial statements for a further discussion of income taxes.
During the second quarter of 1999, Main Place made a $12.0 billion cash
distribution of capital of which $11.9 billion was made to Bank of America, N.A.
and $0.1 billion was made to Main Place Trust. Also during the second quarter of
1999, Main Place 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.
This distribution was recorded at the book value of the assets distributed.
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 September 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.
Note 5 - 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 September 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 +12 bps
Period-end interest rate 5.458% 5.566% 5.606%
Maturity 2000 2000 2002
Mortgage loans and cash collateralizing mortgage-backed bonds:
Collateral - book value $2,301,911 $1,478,952 $2,640,481
Collateral - discounted value $1,692,068 $1,154,333 $2,027,870
Collateral - approximate amount exceeding
minimum indenture requirements $109,568 $99,333 $445,370
</TABLE>
9
<PAGE>
Interest expense on the Series 1995-2, 1997-1 and 1999-1
mortgage-backed bonds for the three months and nine months ended September 30,
1999 was $55.6 million and $129.9 million, respectively, compared to interest
expense on the Series 1995-1, 1995-2 and 1997-1 mortgage-backed bonds of $41.5
million and $161.5 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.
Note 6 - Income Taxes
Main Place is organized as a limited liability company ("LLC"). Income earned
by an LLC is generally not subject to tax at the entity level. Each LLC member
pays tax on its proportional share of income earned by the LLC. Accordingly, no
current or deferred tax expense has been provided for the three months and nine
months ended September 30, 1999. The difference between the statutory income tax
rate and the effective income tax rate for the nine months ended September 30,
1998 results from the reorganization of a subsidiary.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Total net income for the three months and nine months ended September 30, 1999
was $291.8 million and $1.0 billion, respectively, representing decreases of
$220.6 million and $229.4 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 three months and nine months ended
September 30, 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 $102.4 million and $503.1 million for the three
months and nine months ended September 30, 1998.
Total income for the three months and nine months ended September 30, 1999 was
$429.7 million and $1.4 billion, respectively, representing decreases of $416.0
million and $1.2 billion from the corresponding periods last year. The decreases
include declines in interest income from the securities portfolio of $232.6
million and $734.5 million, respectively, resulting from reductions of $13.7
billion and $14.3 billion in the average balance of the securities portfolios.
The decreases also include declines in interest on time deposits placed of
$146.0 million and $320.7 million, respectively, resulting from reductions of
$10.1 billion and $6.6 billion in the respective average balances, as well as a
44 basis point and 70 basis point decrease in average yields to 5.10 percent and
4.87 percent. The remaining decrease in total income for the three months and
nine months ended September 30, 1999 reflects a $35.8 million and $174.2 million
decline in interest and fees on loans resulting from a consistent reduction in
the loan portfolio, and a $1.6 million and $13.0 million decrease in gains on
sales of available-for-sale securities.
Total expenses (excluding income taxes) for the three months and nine months
ended September 30, 1999 were $137.9 million and $394.1 million, respectively,
representing a decrease of $93.0 million and $509.8 million from the
corresponding periods last year. The decreases include declines in interest
expense on securities sold under agreements to repurchase of $108.8 million and
$462.8 million, respectively, resulting from reductions of $7.3 billion and
$10.2 billion in average borrowings, as well as a 41 basis point and 72 basis
point decrease in average rates to 5.17 percent and 4.86 percent. The decreases
also include a decline in interest expense on long-term debt of $31.5 for the
nine months ended September 30, 1999, resulting from lower average balances due
to repayment of mortgage-backed bonds in the third quarter of 1998, and
resulting from a 61 basis point decrease in average rates to 5.40 percent. In
addition, other operating expense, which primarily consists of mortgage
servicing costs, decreased $3.3 million and $13.0 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 three months and nine
months ended September 30, 1999 due to the decline in the average balance of the
loan portfolio in 1999 compared to 1998 and the $21.5 million decrease in
nonperforming loans to $88.3 million on September 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 affecting loan
collectibility, management believes that the allowance for credit losses is
appropriate given its analysis of probable credit losses on September 30, 1999.
Bank of America Technology & Operations, Inc. (formerly NationsBanc Services,
Inc.), a subsidiary of Bank of America, N.A., 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 September 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 September 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: November 15, 1999 /s/ Susan R. Faulkner
----------------------
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)
Nine Months Year Year Year Year From Inception
Ended Ended Ended Ended Ended Through
September 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 $1,027,141 $2,341,426 $1,294,152 $216,709 $ 48,070 $ 5,459
Fixed charges:
Interest expense 373,702 1,056,419 595,818 255,318 145,822 25,701
Amortization of debt discount and
appropriate issuance costs 2,252 3,128 3,713 2,856 983 -
--------------------------------------------------------------------------------------
Total fixed charges 375,954 1,059,547 599,531 258,174 146,805 25,701
Earnings before fixed charges $1,403,095 $3,400,973 $1,893,683 $474,883 $194,875 $31,160
======================================================================================
Fixed charges $375,954 $1,059,547 $599,531 $258,174 $146,805 $25,701
======================================================================================
Ratio of Earnings to Fixed Charges 3.73 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 September 30,
1999 Form 10-Q for Main Place Funding, LLC and is qualified in its entirety by
referece to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 773,851
<INT-BEARING-DEPOSITS> 4,250,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 5,746,185
<INVESTMENTS-CARRYING> 62,788
<INVESTMENTS-MARKET> 62,809
<LOANS> 12,916,845
<ALLOWANCE> (36,349)
<TOTAL-ASSETS> 23,938,617
<DEPOSITS> 0
<SHORT-TERM> 5,438,987
<LIABILITIES-OTHER> 586,688
<LONG-TERM> 3,999,929
0
0
<COMMON> 0
<OTHER-SE> 13,913,013
<TOTAL-LIABILITIES-AND-EQUITY> 23,938,617
<INTEREST-LOAN> 690,794
<INTEREST-INVEST> 369,478
<INTEREST-OTHER> 316,097
<INTEREST-TOTAL> 1,376,369
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 375,954
<INTEREST-INCOME-NET> 1,000,415
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 44,906
<EXPENSE-OTHER> 18,180
<INCOME-PRETAX> 1,027,141
<INCOME-PRE-EXTRAORDINARY> 1,027,141
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,027,141
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 88,277
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 37,599
<CHARGE-OFFS> (1,626)
<RECOVERIES> 376
<ALLOWANCE-CLOSE> 36,349
<ALLOWANCE-DOMESTIC> 36,349
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
