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, 2000
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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 North Tryon Street, Charlotte, NC 28255
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(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 14, 2000, there were no shares of common stock outstanding. As of
November 14, 2000, 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, 2000 Form 10-Q
Index
<TABLE>
<CAPTION>
<C>
Page
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Statement of Income for the Three Months and Nine Months
Ended September 30, 2000 and 1999 3
Balance Sheet as of September 30, 2000 and December 31, 1999 4
Statement of Cash Flows for the Nine Months Ended
September 30, 2000 and 1999 5
Statement of Changes in Members' Equity for the
Nine Months Ended September 30, 2000 and 1999 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
-Exhibit 12 Ratio of Earnings to Fixed Charges 15
-Exhibit 27 Financial Data Schedule 16
</TABLE>
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
Main Place Funding, LLC
Statement of Income
(Dollars in Thousands)
Three Months Nine Months
Ended September 30 Ended September 30
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2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Income
Interest and fees on loans $190,783 $229,322 $615,008 $690,794
Interest on securities 43,658 107,082 138,913 369,478
Interest on time deposits placed 93,904 52,827 236,518 316,097
Gains on sales of securities - 40,486 - 44,906
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Total income $328,345 $429,717 $990,439 $1,421,275
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Expenses
Interest on securities sold under agreements to repurchase $36,628 $76,020 $109,215 $246,032
Interest on long-term debt 53,065 55,594 166,062 129,922
Provision for credit losses - - - -
Other operating expenses 6,842 6,256 20,908 18,180
--------------------------------------------------------
Total expenses $96,535 $137,870 $296,185 $394,134
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Income before income taxes and cumulative effect of accounting change 231,810 291,847 694,254 1,027,141
Income tax expense 86,935 - 260,363 -
--------------------------------------------------------
Net income before cumulative effect of accounting change 144,875 291,847 433,891 1,027,141
Cumulative effect of change in accounting for income taxes-benefit - - 6,926 -
--------------------------------------------------------
Net income $144,875 $291,847 $440,817 $1,027,141
========================================================
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Main Place Funding, LLC
Balance Sheet
(Dollars in Thousands)
September 30 December 31
2000 1999
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<S> <C> <C>
Assets
Cash and cash equivalents $ 2,095,964 $ 901,145
Time deposits placed with affiliates 4,955,000 5,000,000
Securities:
Available-for-sale 2,422,902 2,858,278
Held-to-maturity at cost (market value $11,200 and $45,406) 11,157 45,364
-------------------------------------
Total securities 2,434,059 2,903,642
-------------------------------------
Loans, net of unearned income 10,393,499 12,328,216
Allowance for credit losses (35,507) (35,988)
-------------------------------------
Loans, net of unearned income and allowance for credit losses 10,357,992 12,292,228
Interest receivable 71,716 80,083
Accounts receivable from affiliates - 19,249
Other assets 45,276 14,514
-------------------------------------
Total assets $ 19,960,007 $ 21,210,861
=====================================
Liabilities
Accrued expenses $ 3,174 $ 3,818
Accrued expenses due to affiliate 255,223 578,249
Securities sold under agreements to repurchase from affiliates 2,160,265 2,557,522
Current portion of long-term debt 1,499,995 2,499,945
Long-term debt 1,500,000 1,500,000
-------------------------------------
Total liabilities 5,418,657 7,139,534
-------------------------------------
Members' Equity
Contributed equity 13,395,436 13,395,436
Undistributed income 1,163,034 722,217
Accumulated other comprehensive loss (17,120) (46,326)
-------------------------------------
Total members' equity 14,541,350 14,071,327
-------------------------------------
Total liabilities and members' equity $ 19,960,007 $ 21,210,861
=====================================
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Main Place Funding, LLC
Statement of Cash Flows
(Dollars in Thousands)
Nine Months Ended
September 30
--------------------------------------------------
2000 1999
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<S> <C> <C>
Operating Activities
Net income before cumulative effect of accounting change $ 433,891 $ 1,027,141
Reconciliation of income before cumulative effect to net cash provided by operating
activities
Gains on sales of securities - (44,906)
Deferred income tax benefit (16,877) -
Net decrease in interest receivable 8,367 21,705
Net decrease in accounts receivable from affiliates 19,249 435,393
Net decrease increase in accrued expenses (644) 1,860
Net decrease in accrued expenses due to affiliates (323,026) (6,728)
Other operating activities, net 4,197 574
------------------------------------
Net cash provided by operating activities 125,157 1,435,039
------------------------------------
Investing Activities
Proceeds from maturities of securities held-to-maturity 34,207 140,913
Proceeds from sales and maturities of securities available-for-sale 454,529 2,956,570
Purchases of securities available-for-sale - (46,519)
Net decrease in time deposits placed with affiliates 45,000 7,750,000
Purchases of loans - (2,904,403)
Collections of loans outstanding 1,144,230 2,942,094
Proceeds from sale and securitizations of loans 788,953 -
------------------------------------
Net cash provided by investing activities 2,466,919 10,838,655
------------------------------------
Financing Activities
Net decrease in securities sold under agreements
to repurchase (397,257) (3,219,831)
Proceeds from issuance of long-term debt - 1,500,000
Retirement of long-term debt (1,000,000) -
Distribution of capital to affiliates - (12,000,000)
-----------------------------------
Net cash used in financing activities (1,397,257) (13,719,831)
-----------------------------------
Net increase (decrease) in cash and cash equivalents 1,194,819 (1,446,137)
Cash and cash equivalents at beginning of period 901,145 2,219,988
-----------------------------------
Cash and cash equivalents at end of period $ 2,095,964 $ 773,851
===================================
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Main Place Funding, LLC
Statement of Changes in Members' Equity
(Dollars in Thousands)
Accumulated
Other Total Compre-
Contributed Undistributed Comprehensive Members' hensive
Equity Income Income(Loss)(1)Equity Income (Loss)
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<S> <C> <C> <C> <C> <C>
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)
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Comprehensive income $832,421
==========
Distribution (11,585,136) (534,924) (12,120,060)
----------------------------------------------------
Balance on September 30, 1999 $13,395,436 $ 492,217 $ 25,361 $13,913,014
====================================================
Balance on December 31, 1999 $13,395,436 $ 722,217 $(46,326) $14,071,327
Net income before cumulative effect of accounting change 433,891 433,891 $433,891
Cumulative effect of change in accounting for income taxes 6,926 6,926 6,926
Other comprehensive income 29,206 29,206 29,206
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Comprehensive income $470,023
==========
----------------------------------------------------
Balance on September 30, 2000 $13,395,436 $1,163,034 $(17,120) $14,541,350
====================================================
(1) Changes in Accumulated Other Comprehensive Income (loss) includes after-tax net unrealized gains (losses) on securities
available for sale.
See accompanying notes to financial statements.
</TABLE>
<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 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. (the "Parent").
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 a result of the December 23, 1998 merger, Bank of America, N.A. holds a 99
percent membership interest in Main Place. The other 1 percent membership
interest is held by Main Place Trust, a Delaware business trust, also a wholly
owned subsidiary of Bank of America, N.A. 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 single-member limited liability
company ("LLC"). Main Place is also considered a single-member LLC under current
tax law. 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 2 on pages 12 to 14 of the Annual Report on Form 10-K for
the year ended December 31, 1999. Discussion of significant changes in such
accounting policies is below.
Accounting for Income Taxes
After October 14, 1998, Main Place is classified as a single-member LLC and, as
such, is disregarded as an entity separate from its owners for income tax
purposes. Main Place has become aware that the predominant practice for
single-member LLCs is to provide for income taxes in their separate financial
statements, and has concluded that is a more informative presentation than
pro-forma disclosures. Accordingly, effective January 1, 2000, Main Place
recognized through a cumulative effect adjustment, deferred tax assets and
liabilities determined in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes", and the accompanying financial
statements include an income tax provision for the three and nine month periods
ended September 30, 2000. On a pro-forma basis, income tax expense for the three
and nine month periods ended September 30, 1999 was $106,116, and $373,469,
respectively. For the three-month period ended September 30, 2000 and 1999,
income tax expense differs from the amount of income tax determined by applying
the federal statutory rate of 35 percent to pre-tax income, primarily as a
result of state taxes.
<PAGE>
There are two components of income tax expense: current and deferred. Current
income tax expense approximates taxes to be paid or refunded for the applicable
period. Balance sheet amounts of deferred taxes are recognized on the temporary
differences between the basis of assets and liabilities as measured by tax laws
and their basis as reported in the financial statements. Deferred tax expense or
benefit is then recognized for the change in deferred tax liabilities or assets
between periods.
Recognition of deferred tax assets is based on management's belief that it is
more likely than not that the tax benefit associated with certain temporary
differences will be recognized. A valuation allowance is recorded for those
deferred tax items for which it is more likely than not that realization will
not occur.
The operating results of Main Place are included in the consolidated federal
income tax return of the Corporation. The method of allocating federal income
tax expense was determined under a tax allocation agreement with the
Corporation. This agreement specified that income tax expense be computed for
all subsidiaries on a separate company method, taking into account tax planning
strategies and tax position of the consolidated group.
Note 3 - Loans
The following table presents the composition of loans (dollars in thousands):
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
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<S> <C> <C>
Residential mortgage $10,384,640 $12,304,562
Other consumer - 13,706
Commercial real estate 8,859 9,948
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Total loans $10,393,499 $12,328,216
------------------------------------
</TABLE>
Mortgage loans collateralizing mortgage-backed bonds were comprised of the
following (dollars in thousands):
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
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<S> <C> <C>
Adjustable-rate $3,146,450 $5,086,850
Fixed-rate 1,360,761 1,551,596
------------------------------------
Total mortgage loans $4,507,211 $6,638,446
------------------------------------
</TABLE>
Transactions in the allowance for credit losses were as follows
(dollars in thousands):
<TABLE>
<CAPTION>
Nine Months
Ended September 30
----------------------
2000 1999
---------------------------------------------------------------------
<S> <C> <C>
Balance on January 1 $35,988 $37,599
Loans charged off (481) (1,626)
Recoveries of loans previously charged off - 376
Provision for credit losses - -
----------------------
Balance on September 30 $35,507 $36,349
----------------------
</TABLE>
<PAGE>
Main Place had $55.6 million of nonperforming loans on September 30, 2000
compared to $83.1 million on December 31, 1999. Foreclosed properties on
September 30, 2000 totaled $6.5 million compared to $6.1 million on December 31,
1999.
Note 4 - Affiliate Transactions
Main Place maintains its cash and cash equivalent accounts with the Parent in
the form of time deposits. Interest income on time deposits for the three months
and nine months ended September 30, 2000 was $93.9 million and $236.5 million,
respectively, compared to $52.8 million and $316.1 million for the same prior
year periods. As of September 30, 2000 and 1999, Main Place had $4.96 billion
and $4.25 billion, respectively, of time deposits placed with the Parent. The
December 31, 1999 balance was $5.0 billion.
At September 30, 2000 and December 31,1999, Main Place had $0 and $19.2 million,
respectively, of accounts receivable from affiliates of the Corporation. These
receivables are related to mortgage payments and securities principal and
interest payments in process, which generally clear within 30 days.
Interest expense on securities for the nine months ended September 30, 2000 and
1999 was $109.2 million and $246 million, respectively, related primarily to
U.S. Government securities. On September 30, 2000 and 1999, Main Place had a
total of $2.2 billion and $5.4 billion, respectively, of U.S. government
securities sold under agreements to repurchase from the Parent and Banc of
America Securities LLC, wholly owned subsidiaries of the Corporation, which
mature on demand. The balance at December 31, 1999 was $2.6 billion.
Main Place has entered into agreements with the Parent for the servicing and
administration of its mortgage portfolio. Servicing fees paid to the Parent
approximated $19.3 million and $16.6 million for the nine months ended September
30, 2000 and 1999, respectively, and are included in "Other operating expenses"
on the accompanying statement of income.
From time to time, Main Place purchases certain mortgage loans originated by the
Parent. Main Place did not purchase any loans during the nine months ended
September 30, 2000 and purchased $2.9 billion of loans from the Parent during
the same period in 1999.
Accrued expenses due to affiliates as of September 30, 2000 and December 31,
1999, were $255.2 million and $578.2 million, respectively composed primarily of
income tax payable to the Parent of $250.2 million and $571.9 million,
respectively.
At September 30, 2000, Main Place had a revolving line of credit agreement with
the Parent 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 .25 percent per annum commitment fee on the unused portion of the
facility. There have been no borrowings under this agreement.
During the nine months ended September 30, 2000, Main Place sold $565 million of
mortage loans to the Parent. As of December 31, 1999, Main Place distributed
$120 million of loans to the Parent. No gains or losses were recorded on these
transactions.
<PAGE>
Note 5 - Long-Term Debt
The following table displays the primary terms of Main Place's 1995-2, and
1999-1 mortgage-backed bonds as of September 30, 2000 (dollars in thousands):
<TABLE>
<CAPTION>
Series Series
1995-2 1999-1
(Issued (Issued
October 1995) May 1999)
------------------------------------
<S> <C> <C>
Amount issued $1,500,000 $1,500,000
Reference rate 3-mo. LIBOR 3-mo. LIBOR
+17 bps +12bps
Period-end interest rate 6.888% 6.810%
Maturity 2000 2002
Mortgage loans and cash collateralizing mortgage-backed bonds:
Collateral - book value $2,308,956 $2,343,617
Collateral - discounted value 1,686,117 1,783,345
Collateral - approximate amount exceeding
minimum indenture requirements 103,617 200,845
</TABLE>
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, 2000 was $53.1 million
and $166.1 million, respectively, compared to interest expense on the Series
1995-2, 1997-1 and 1999-1 mortgage-backed bonds of $55.6 million and $129.9
million for the same periods in 1999. Main Place repaid its obligations on the
Series 1997-1 mortgage-backed bonds of $1.0 billion on March 25, 2000.
In April 1999, the Securities and Exchange Commission declared effective Main
Place's shelf registration statement (Registration Statement) providing an
additional $5 billion of capacity for issuance of mortgage-backed bonds (Bonds).
Bonds have been issued under this as well as previously effective registration
statements. The Bonds, which were issued in series pursuant to separate
indentures, are generally subject to the following terms. The Bonds,
collateralized primarily by mortgage loans on 1-to-4 family dwellings, are
obligations solely of Main Place. The Bonds are not prepayable at the option of
Main Place, but are subject to redemption in whole or in part under certain
circumstances. Under the terms of an indenture relating to each series of Bonds,
Main Place must maintain a minimum amount of eligible collateral, which is
determined on a discounted basis and may consist of mortgage loans, certain U.S.
agency mortgage pass-through certificates, U.S. government securities and cash
held by a trustee (the Trustee). The types, characteristics and permitted
amounts of eligible collateral are subject to change from time to time without
the consent of the bondholders if such changes would not adversely affect the
ratings assigned to the Bonds. In the event such collateral requirements are not
met with respect to any series, Main Place must provide additional or substitute
mortgage loans or other acceptable collateral with respect to such series to
meet the required amounts of eligible collateral and/or repurchase Bonds in an
amount sufficient to meet collateral requirements. If sufficient eligible
collateral is not supplied and/or sufficient Bonds are not repurchased, Main
Place must redeem a portion of the outstanding Bonds of such series such that
the existing amount of the eligible collateral meets the collateral requirements
of the indenture relating to the Bonds of such series that remain outstanding
after the redemption. As of September 30, 2000, Main Place had the authority to
issue approximately $3.5 billion of securities under its existing shelf
registration statement.
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Total net income before cumulative effect of accounting change for the third
quarter and first nine months of 2000 was $144.9 million and $433.9 million,
respectively, representing decreases of $147.0 million and $593.2 million from
the corresponding periods last year. The decrease primarily resulted from
decreases in interest income, no gains on sales of securities and income tax
expense provision made in 2000. After October 14, 1998, Main Place is classified
as a single-member limited liability company ("LLC") and, as such, is
disregarded as an entity separate from its owners for income tax purposes. Main
Place has become aware that the predominant practice for single-member LLCs is
to provide for income taxes in their separate financial statements, and has
concluded that is a more informative presentation than proforma disclosures.
Income tax expense for the third quarter and first nine months of 2000 was $86.9
million and $260.4 million, respectively.
Total income for the third quarter and first nine months of 2000 was $328.3
million and $990.4 million, respectively, representing a decrease of $101.4
million and $430.8 million, respectively, from the corresponding periods in
1999. The decrease included a decline in interest income from the securities
portfolio of $63.4 million and $230.6 million for the three and nine months
ended, respectively, resulting from a reduction of $3.5 billion in the average
balance of the securities portfolio. The net change in total income also
included an increase in interest income on time deposits placed of $41.1 million
and a decline of $79.6 million, respectively, for the same periods in 1999.
These changes result from a reduction of $3.7 billion in the respective average
balances, slightly offset by a 147 basis point increase in average yields to
6.34 percent. Interest and fees on loans for the third quarter and first nine
months of 2000 declined $38.5 million and $75.8 million, respectively, due to a
consistent reduction in the loan portfolio. The remaining decrease in total
income for the third quarter and first nine months of 2000 was the result of
$40.5 million and $44.9 million, respectively, in decreases in gains on sales of
available-for-sale securities from the same periods in 1999.
Total expenses (excluding income taxes) for the third quarter and first nine
months of 2000 was $96.5 million and $296.2 million, respectively, representing
a decrease of $41.3 million and $98.0 million compared to the same periods in
1999. The decrease included a decline in interest expense on securities sold
under agreements to repurchase of $39.4 million and $136.8 million, for the
three and nine months ended, respectively, resulting from a reduction of $4.3
billion in average borrowings, and slightly offset by a 137 basis point increase
in average rates to 6.23 percent. Long-term debt interest expense for the third
quarter and first nine months of 2000 decreased by $2.5 million and increased
$36.1 million to $53.1 million and $166.1 million, respectively, compared to the
same periods in 1999, due to the issuance of $1.5 billion in new debt in May
1999, Series 1999-1, and a 131 basis point increase in average rates to 6.71
percent, partially offset by the Series 1997-1 debt retirement of $1.0 billion
on March 25, 2000.
Main Place made no provision for credit losses in the third quarter and first
nine months of 2000 due to the decline in the average balance of the loan
portfolio throughout 1999 and 2000, and the $27.5 million decrease in
nonperforming loans to $55.6 million at September 30, 2000 from $83.1 million at
December 31, 1999. 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 incurred credit losses at September 30, 2000.
<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.
<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 14, 2000 By: /s/ Susan R. Faulkner
------------------------------------------
Susan R. Faulkner
Treasurer and Senior Vice President/
Principal Financial and Accounting Officer
(Principal Financial and
Duly Authorized Officer)
<PAGE>
Main Place Funding, LLC
Form 10-Q
Index to Exhibits
Exhibit Description
12 Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
