UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
| | | |
| þ | | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
| | | |
| o | | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-8972
A. Full title and address of the plan, if different from that of the issuer named below :
INDYMAC BANK, F.S.B. 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
INDYMAC BANCORP, INC.
888 East Walnut Street
Pasadena, California 91101-7211
FINANCIAL STATEMENTS AND EXHIBITS
| (a) | | Financial Statements |
| |
| | | Filed as a part of this report on Form 11-K are the audited statements of net assets available for benefits of IndyMac Bank, F.S.B. 401(k) Plan (the “Plan”) as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and the related schedules were prepared in accordance with the financial reporting requirements of ERISA. |
| |
| (b) | | Exhibit |
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| | | 23.1 Consent of Independent Registered Public Accounting Firm |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| | | IndyMac Bank, F.S.B. 401(k) Plan |
| | | (Name of Plan) |
| | | | | |
| Date: June 26, 2006 | | By: | /s/ Scott Keys |
| | | | |
| | | Name: | Scott Keys |
| | | Title: | Executive Vice President, Chief Financial Officer |
2
IndyMac Bank, F.S.B. 401(k) Plan
Financial Statements and Supplemental Schedule
December 31, 2005 and 2004
TABLE OF CONTENTS
3
Report of Independent Registered Public Accounting Firm
The Board of Directors and Employee Benefits Fiduciary Committee
IndyMac Bank, F.S.B. 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of the IndyMac Bank, F.S.B. 401(k) Plan (the “Plan”) as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis of designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2005 and 2004, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2005, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Los Angeles, California
June 9, 2006
4
IndyMac Bank, F.S.B. 401(k) Plan
Statements of Net Assets Available for Benefits
| | | | | | | | | |
| | | December 31, | |
| | | 2005 | | | 2004 | |
Assets | | | | | | | | |
| Investments, at fair value | | $ | 101,377,963 | | | $ | 73,441,478 | |
| Receivables: | | | | | | | | |
| Employer’s contributions | | | — | | | | 2,949 | |
| Participants’ contributions | | | — | | | | 7,361 | |
| | | | | | | |
| Total receivables | | | — | | | | 10,310 | |
| | | | | | | |
| Net assets available for benefits | | $ | 101,377,963 | | | $ | 73,451,788 | |
| | | | | | | |
The accompanying notes are an integral part of these statements.
5
IndyMac Bank, F.S.B. 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
| | | | | | | | | |
| | | Year Ended December 31, | |
| | | 2005 | | | 2004 | |
Additions to net assets attributed to: | | | | | | | | |
| Investment income: | | | | | | | | |
| Net appreciation in fair value of investments | | $ | 5,432,180 | | | $ | 4,741,555 | |
| Dividends | | | 936,538 | | | | 539,157 | |
| Interest on participant notes receivable | | | 131,372 | | | | 82,706 | |
| Other | | | 818 | | | | — | |
| | | | | | | |
| | | | 6,500,908 | | | | 5,363,418 | |
| Contributions: | | | | | | | | |
| Participants’ | | | 20,716,336 | | | | 13,110,404 | |
| Employer’s | | | 6,300,602 | | | | 4,391,359 | |
| Rollovers | | | 2,931,039 | | | | 1,402,888 | |
| | | | | | | |
| | | | 29,947,977 | | | | 18,904,651 | |
| Assets transferred from the Financial Freedom Plan | | | — | | | | 6,091,095 | |
| | | | | | | |
| Total additions | | | 36,448,885 | | | | 30,359,164 | |
| | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | |
| Distributions to participants | | | 8,337,421 | | | | 4,666,579 | |
| Administrative expenses | | | 185,289 | | | | 165,548 | |
| | | | | | | |
| Total deductions | | | 8,522,710 | | | | 4,832,127 | |
| | | | | | | |
| Net increase | | | 27,926,175 | | | | 25,527,037 | |
| | | | | | | | | |
Net assets available for benefits: | | | | | | | | |
| Beginning of year | | | 73,451,788 | | | | 47,924,751 | |
| | | | | | | |
| End of year | | $ | 101,377,963 | | | $ | 73,451,788 | |
| | | | | | | |
The accompanying notes are an integral part of these statements.
6
INDYMAC BANK, F.S.B. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 and 2004
NOTE 1 — DESCRIPTION OF PLAN
IndyMac Bank, F.S.B., a wholly-owned subsidiary of IndyMac Bancorp, Inc. (together, the “Company”) adopted the IndyMac Bank, F.S.B. 401(k) Plan (the “Plan”) for the benefit of the Company’s employees. The Plan was established to provide retirement savings benefits to eligible employees of the Company. Principal Life Insurance Company is the Plan recordkeeper and Principal Trust Company is the Plan custodian. The IndyMac Bank F.S.B. Employee Benefits Fiduciary Committee (the “Fiduciary Committee”) has the responsibility to administer the Plan.
On July 16, 2004, the Company acquired 93.75% of the outstanding common stock of Financial Freedom Holdings Inc. (“FFHI”). In November 2004, subsequent to the acquisition, FFHI merged into its wholly-owned subsidiary, Financial Freedom Senior Funding Corporation (“FFSFC”), with FFSFC as the surviving entity. As a result of this acquisition, the Fiduciary Committee approved the merger of the Financial Freedom Senior Funding Corporation 401(k) Plan (the “Financial Freedom Plan”) into the IndyMac Bank, F.S.B. 401(k) Plan on December 31, 2004. Accordingly, total assets of $6,091,095 in the Financial Freedom Plan were merged into the Plan, and 286 participants from the Financial Freedom Plan were added to the Plan. Assets in the Financial Freedom Plan at December 31, 2004 were subsequently reinvested in either the investment options of the Plan that are similar to the investment options of the Financial Freedom Plan or the IndyMac Money Market account. Participants employed by FFSFC prior to December 31, 2004 are eligible for employer matching contributions after six months of service. Participants with a hire date after December 31, 2004 must complete twelve months of service to be eligible for employer matching contributions in accordance with the provisions of the Plan. The participant’s service with FFSFC is considered for purposes, including, but not limited to, vesting, under the Plan.
The following description of the Plan provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.
GENERAL
The Plan is a defined contribution plan covering all eligible employees of the Company and provides for retirement, disability, death and termination benefits. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
CONTRIBUTIONS
For the plan year ended December 31, 2005, participants could contribute up to 40% of annual eligible compensation (consistent with 2004) to a maximum of $14,000 of pre-tax contributions, as defined in the Plan, as compared to a maximum of $13,000 of pre-tax contributions for the plan year ended December 31, 2004. Effective January 1, 2006, the contribution deferral amount was increased to a maximum of $15,000 on a pre-tax basis for 2006. The Plan also allows eligible participants to contribute catch-up contributions of up to $5,000 for 2006, an increase from $4,000 for 2005 and $3,000 for 2004. Participants may also contribute amounts representing distributions from other qualified plans (rollover contributions). The Company may determine, at its discretion, employer matching contributions to be made. During the years ended December 31, 2005 and 2004, the Company matched 75 cents for every dollar contributed by the participant on the first 3% of the eligible pay the participant contributed to the Plan and 25 cents for every dollar contributed by the participant on the second 3% of the eligible pay contributed to the Plan. Employer matching contributions totaled $6.3 million and $4.4 million for the years ended December 31, 2005 and 2004, respectively. All employer contributions were made in cash.
PARTICIPANT ACCOUNTS
Each participant’s account is credited with the participant’s contributions and allocations of the Company’s contributions and Plan earnings. Allocations of Plan earnings are based upon the number of units of the Plan in each participant’s account. Forfeited balances of terminated participants’ nonvested accounts can be applied as employer contributions made in advance, and can be used to reduce the Company’s future contributions and administrative fees. Participants may transfer funds between any of their investment funds except their Countrywide Financial Corporation common stock fund, from which only transfers out are permitted. There were 5,788 and 4,598 participants with an account balance in the Plan as of December 31, 2005 and 2004, respectively.
7
VESTING
Participants are immediately vested in their contributions plus actual investment returns thereon. Vesting in the Company’s contribution portion of their account plus actual investment returns thereon is based on years of continuous service. A participant vests at the rate of 20% per year until becoming fully vested after 5 years of service.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee contributions in any of the investment options described below:
IndyMac Bank Top Tier Money Market Savings Account
Monies are invested in IndyMac’s FDIC insured top tier money market savings account. This investment option serves as the default investment fund for Plan participants.
Principal Pooled Separate Accounts
Money Market – Monies are invested in high-quality, short-term money market instruments.
Government & High Quality Bond – Monies are normally invested in securities that are issued by the U.S. government, its agencies or instrumentalities. Monies may also be invested in mortgage-backed securities representing an interest in a pool of mortgage loans.
Large Cap Stock Index – Monies are normally invested in 500 of the nation’s largest companies – the same companies found in the Standard & Poor’s 500 Stock Index (S&P 500).
Large Company Growth – Monies are invested in stocks of large seasoned companies deemed to have growth potential.
Large Company Value – Monies are invested in stocks of companies with large market capitalizations at the time of purchase.
Mid-Cap Stock Index – Monies are primarily invested in common stocks of companies that compose the S&P 400 Mid Cap Stock Index, an index of 400 commonly traded mid-cap stocks.
Small-Cap Stock Index – Monies are primarily invested in common stocks of companies that compose the S&P 600 Small Cap Index, an index of 600 commonly traded small cap stocks.
Mutual Funds
American Century Small Cap Value Investment – This fund seeks long-term capital growth and normally invests at least 80% of its assets in equity securities of U.S. companies with small market capitalizations.
American Funds Growth Fund of America R3 – This fund seeks capital growth and invests primarily in common stocks which the fund management believes are reasonably priced and represent solid long-term investment opportunities.
American Funds EuroPacific Growth R3 – This fund seeks long-term capital growth and normally invests at least 80% of its assets in equity securities of issuers domiciled in Europe and the Pacific Basin.
Putnam International Growth A – This fund seeks capital growth and normally invests at least 65% of its assets in equity securities of companies located outside of the United States. This investment option was terminated on March 1, 2004.
T. Rowe Price Equity-Income – This fund seeks dividend income and potential for capital appreciation is also considered. The fund invests at least 80% of its assets in common stocks of well-established companies paying above-average dividends and may also purchase other securities including foreign stocks, futures, and options.
T. Rowe Price Mid-Cap Growth – This fund seeks long-term growth of capital and normally invests at least 80% of its assets in mid-cap common stocks with above-average growth potential. Also, the fund may invest in other securities including foreign stocks, futures, and options.
8
T. Rowe Price Science & Technology – This fund seeks long-term capital growth and normally invests at least 80% of its assets in companies, both foreign and domestic, that seek to develop or use scientific and technological advances.
Vanguard Growth & Income – This fund seeks a total return greater than that of the S&P 500 Index on an annual basis. The fund invests at least 65% of its assets in securities included in the S&P 500 Index.
Vanguard Explorer – This fund seeks long-term growth of capital and invests primarily in equity securities of small companies. These companies tend to be unseasoned but are considered to have superior growth potential.
Vanguard Total Bond Market Index – This fund seeks to replicate the total return of the Lehman Brothers Aggregate Bond Index. As such, the fund normally invests at least 80% of its assets in securities listed on the index and attempts to keep its portfolio weightings in line with the weightings of the index.
Vanguard Asset Allocation – This fund seeks total return and allocates assets among common stocks, bonds, and money-market instruments. It varies the asset mix according to the relative attractiveness of the asset classes.
Common Stock
IndyMac Bancorp, Inc. Common Stock – Monies are invested in the common stock of IndyMac Bancorp, Inc.
Countrywide Financial Corporation Common Stock – Monies are invested in the common stock of Countrywide Financial Corporation. The participants of the Plan can no longer contribute to this investment option.
9
PARTICIPANT NOTES RECEIVABLE
Participants may elect to borrow from their account a minimum of $1,000 up to a maximum of the lesser of $50,000, or 50% of their vested account balance. Loan transactions are treated as a transfer from (to) the investment fund to (from) the loan fund. Loan terms range from 1 to 5 years or up to 15 years for the purchase of a primary residence. The loans are collateralized by the balance in the participant’s account and bear interest at a reasonable rate, not in excess of that permitted by law. Principal and interest are paid ratably through monthly payroll deductions.
PAYMENT OF BENEFITS
On separation from service, a participant may elect to receive an amount equal to the vested value of his or her account through a lump-sum distribution. If the participant has invested in the pooled or mutual funds he or she will receive distributions in cash. If the participant has invested in the IndyMac Bancorp, Inc. or Countrywide Financial Corporation stock, he or she can elect to receive distribution in either cash or shares.
Additionally, the Plan is subject to the annual minimum distribution requirements determined by the Treasury Regulations under Section 401(a)(9) of the Internal Revenue Code.
FORFEITED ACCOUNTS
At December 31, 2005 and 2004, forfeited nonvested accounts totaled $1.2 million and $654 thousand, respectively. These amounts were used to reduce subsequent employer contributions or administrative fees.
NOTE 2 — SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan’s investments are stated at fair value. The value of each pooled separate account is determined at the close of each business day by Principal Life Insurance Company based on market values of the underlying investment securities. Common stocks are valued based upon the stock price at the last reported sales price on the last business day of the plan year. Mutual funds are valued at quoted market prices that represent the net asset values of underlying shares held by the Plan as of year-end. Money market funds and participant notes receivable are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual method. Dividends are recorded on the ex-dividend date.
NOTE 3 — INVESTMENTS
The Plan’s investments are held in a trust fund held by Principal Trust Company except for IndyMac Bancorp, Inc. and Countrywide Financial Corporation common stock held at Bankers Trust Company, NA. The fair values and the rate of returns of the following individual investments at December 31, 2005 and 2004 are as follows:
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| | | | | | | | | | | | | | | | | |
| | | December 31, 2005 | | | December 31, 2004 | |
| | | Fair Value | | | Return | | | Fair Value | | | Return | |
| IndyMac Bank Top Tier Money Market Account* | | $ | 28,554,884 | | | | 3.09 | % | | $ | 20,311,927 | | | | 1.15 | % |
| Principal Money Market Fund | | | 633,771 | | | | 2.72 | % | | | 240,639 | | | | 0.87 | % |
| Principal Government & High Quality Bond Fund | | | 4,121,845 | | | | 1.97 | % | | | 3,504,958 | | | | 3.39 | % |
| Principal Large Cap Stock Index Fund * | | | 5,519,067 | | | | 4.58 | % | | | 4,607,886 | | | | 10.49 | % |
| Principal Large Company Growth Fund | | | 3,322,108 | | | | 11.82 | % | | | 2,452,212 | | | | 9.16 | % |
| Principal Large Company Value Fund | | | 2,523,651 | | | | 6.73 | % | | | 1,614,938 | | | | 12.53 | % |
| Principal Mid-Cap Stock Index Fund | | | 1,832,855 | | | | 12.20 | % | | | 971,329 | | | | 16.00 | % |
| Principal Small-Cap Stock Index Fund | | | 2,542,741 | | | | 7.29 | % | | | 1,424,381 | | | | 22.08 | % |
| American Century Small Cap Value Fund | | | 3,059,452 | | | | 8.40 | % | | | 1,343,301 | | | | 21.81 | % |
| American Funds Growth Fund of America R3 | | | 2,955,179 | | | | 13.87 | % | | | 859,702 | | | | 11.60 | % |
| American Funds EuroPacific Growth R3* | | | 5,696,449 | | | | 20.73 | % | | | 2,387,562 | | | | 19.23 | % |
| T. Rowe Price Equity-Income Fund | | | 3,871,855 | | | | 4.26 | % | | | 1,732,026 | | | | 15.05 | % |
| T. Rowe Price Mid-Cap Growth Fund | | | 3,490,857 | | | | 14.82 | % | | | 1,638,750 | | | | 18.39 | % |
| T. Rowe Price Science & Technology Fund | | | 2,155,470 | | | | 2.46 | % | | | 2,077,556 | | | | 1.60 | % |
| Vanguard Growth & Income Fund * | | | 6,378,050 | | | | 5.82 | % | | | 5,067,861 | | | | 11.11 | % |
| Vanguard Explorer Fund | | | 1,585,654 | | | | 9.28 | % | | | 917,383 | | | | 13.75 | % |
| Vanguard Total Bond Market Index Fund | | | 3,336,982 | | | | 2.40 | % | | | 1,355,332 | | | | 4.24 | % |
| Vanguard Asset Allocation Fund | | | 3,461,805 | | | | 5.00 | % | | | 2,124,564 | | | | 11.09 | % |
| IndyMac Bancorp, Inc. Common Stock* | | | 12,801,246 | | | | 17.96 | % | | | 9,809,290 | | | | 19.86 | % |
| Countrywide Financial Corporation Common Stock | | | 1,013,942 | | | | (6.05 | )% | | | 1,173,905 | | | | 48.02 | % |
| American Funds Cash Management Trust (1) | | | — | | | | N/A | | | | 208,696 | | | | N/A | |
| American Funds Europacific Fund A (1) | | | — | | | | N/A | | | | 543,166 | | | | N/A | |
| American Funds Growth Fund A (1) | | | — | | | | N/A | | | | 734,095 | | | | N/A | |
| American Funds Income Fund A (1) | | | — | | | | N/A | | | | 62,124 | | | | N/A | |
| American Funds New Prospect A (1) | | | — | | | | N/A | | | | 391,320 | | | | N/A | |
| American Funds Wash Mutual A (1) | | | — | | | | N/A | | | | 870,737 | | | | N/A | |
| AIM Balanced Funds A (1) | | | — | | | | N/A | | | | 556,551 | | | | N/A | |
| Franklin Small Midcap Growth (1) | | | �� | | | | N/A | | | | 424,426 | | | | N/A | |
| PIMCO NFJ Small Cap Value CL A (1) | | | — | | | | N/A | | | | 450,533 | | | | N/A | |
| PIMCO RCM Innovation Fund A (1) | | | — | | | | N/A | | | | 108,609 | | | | N/A | |
| PIMCO Total Return A (1) | | | — | | | | N/A | | | | 608,609 | | | | N/A | |
| Pioneer Emerging Markets A (1) | | | — | | | | N/A | | | | 264,931 | | | | N/A | |
| Templeton Mutual Shares A (1) | | | — | | | | N/A | | | | 334,580 | | | | N/A | |
| UBS Stable Value Collective (1) | | | — | | | | N/A | | | | 421,926 | | | | N/A | |
| | | | | | | | | | | | | | | |
Total, excluding participant notes receivable | | $ | 98,857,863 | | | | | | | $ | 71,595,805 | | | | | |
| | | | | | | | | | | | | | | |
| | |
| * | Represents 5% or more of the Plan’s net assets at December 31, 2005. |
| |
| (1) | | These funds were merged from the Financial Freedom Plan on December 31, 2004 and were subsequently reinvested in either the investment options of the Plan that are similar to the investment options of the Financial Freedom Plan or the IndyMac Bank Top Tier Money Market Savings account if no similar funds were available. |
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Note 3 – Investments — Continued
During the years ended December 31, 2005 and 2004, the Plan’s investments (including realized and unrealized gains and losses) appreciated (depreciated) in fair value as follows:
| | | | | | | | | |
| | | December 31, | |
| | | 2005 | | | 2004 | |
IndyMac money market and Principal pooled separate accounts | | | | | | | | |
| IndyMac Bank Top Tier Money Market Fund | | $ | 697,866 | | | $ | 216,392 | |
| Principal Large Cap Stock Index Fund | | | 245,946 | | | | 415,977 | |
| Principal Large Company Growth Fund | | | 333,879 | | | | 200,692 | |
| Principal Large Company Value Fund | | | 143,069 | | | | 165,350 | |
| Principal Money Market Fund | | | 12,836 | | | | 36,164 | |
| Principal Mid-Cap Stock Index Fund | | | 173,174 | | | | 114,912 | |
| Principal Small-Cap Stock Index Fund | | | 149,766 | | | | 203,960 | |
| Principal Government & High Quality Bond Fund | | | 76,301 | | | | 108,721 | |
| | | | | | | |
IndyMac money market and Principal pooled separate accounts | | | 1,832,837 | | | | 1,462,168 | |
| | | | | | | | | |
Mutual funds | | | | | | | | |
| American Funds Europacific Growth R3 Fund | | | 796,505 | | | | 225,066 | |
| American Funds Growth Fund of America R3 | | | 339,028 | | | | 73,111 | |
| American Century Small Cap Value Fund | | | 212,369 | | | | 186,418 | |
| Putnam International Growth A Fund | | | — | | | | 79,697 | |
| T Rowe Price Equity-Income Fund | | | 116,234 | | | | 169,888 | |
| T Rowe Price Mid-Cap Growth Fund | | | 446,153 | | | | 219,481 | |
| T. Rowe Price Science & Technology Fund | | | 55,107 | | | | 41,679 | |
| Vanguard Asset Allocation Fund | | | 121,332 | | | | 161,800 | |
| Vanguard Total Bond Market Index Fund | | | (53,921 | ) | | | (2,983 | ) |
| Vanguard Explorer Fund | | | 137,583 | | | | 95,300 | |
| Vanguard Growth and Income Fund | | | 248,786 | | | | 410,225 | |
| | | | | | | |
Mutual funds | | | 2,419,176 | | | | 1,659,682 | |
| | | | | | | | | |
Losses on assets transferred from the Financial Freedom Plan | | | (74,370 | ) | | | — | |
| | | | | | | | | |
Common stock | | | | | | | | |
| IndyMac Bancorp, Inc. | | | 1,334,930 | | | | 1,230,727 | |
| Countrywide Financial Corporation | | | (80,393 | ) | | | 388,978 | |
| | | | | | | |
Common stock | | | 1,254,537 | | | | 1,619,705 | |
| | | | | | | |
Net appreciation | | $ | 5,432,180 | | | $ | 4,741,555 | |
| | | | | | | |
NOTE 4 – RISKS AND UNCERTAINTIES
The Plan provides for various investments in pooled separate accounts, mutual funds and common stock. Investments in general are subject to various risks, such as interest rates, credit and overall market volatility risks. The Plan’s exposure to credit loss in the event of nonperformance of investments is limited to the carrying value of such investments.
Due to the level of risk associated with certain investments, it is reasonably possible that changes in the value of investments could occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
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NOTE 5 — PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts.
NOTE 6 — TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service dated August 12, 2002, stating that the Plan is qualified, in form, under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended and restated but the issuance of another determination letter was not required. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. During 2005, the Company determined the Plan may have inadvertently not been in compliance with certain Internal Revenue Code requirements governing employer matching contributions and Plan provisions related thereto for the Plan years 2005 and 2004. The Company and the Plan are undertaking the appropriate corrective actions to resolve this inadvertent non-compliance. The Plan is resolving this issue through the IRS Employee Plans Compliance Resolution System in order to maintain the qualification status of the Plan and anticipates a favorable outcome. This issue did not have a material effect on the Plan’s financial statements.
NOTE 7 — ADMINISTRATIVE EXPENSES
Recordkeeping fees are typically covered by the forfeitures of the Plan. For the plan years ended December 31, 2005 and 2004, these expenses amounted to $185,289 and $165,548, respectively.
NOTE 8 – RELATED PARTY TRANSACTIONS
Certain Plan investments are units of mutual funds and common/collective trust funds managed by Principal Financial, the investment manager of the Plan. Participants also have the option to invest in the IndyMac Bank Top Tier Money Market Savings account and IndyMac Bancorp, Inc. common stock. These transactions qualify as party-in-interest transactions, for which a statutory exemption exists.
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Supplemental Schedule
IndyMac Bank, F.S.B. 401(k) Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2005
| | | | | | | |
| Identity of Issuer, Borrower, Lessor or Similar Party | | Description of Investment | | Current Value | |
| IndyMac Bank* | | Money Market | | $ | 28,554,884 | |
| Principal Life Insurance Company* | | Money Market | | | 633,771 | |
| Principal Life Insurance Company* | | Government & High Quality Bond | | | 4,121,845 | |
| Principal Life Insurance Company* | | Large Cap Stock Index | | | 5,519,067 | |
| Principal Life Insurance Company* | | Large Company Growth | | | 3,322,108 | |
| Principal Life Insurance Company* | | Large Company Value | | | 2,523,651 | |
| Principal Life Insurance Company* | | Mid-Cap Index | | | 1,832,855 | |
| Principal Life Insurance Company* | | Small-Cap Index | | | 2,542,741 | |
| Vanguard Group | | Vanguard Growth & Income | | | 6,378,050 | |
| Vanguard Group | | Vanguard Asset Allocation | | | 3,461,805 | |
| Vanguard Group | | Vanguard Total Bond Market Index | | | 3,336,982 | |
| Vanguard Group | | Vanguard Explorer Fund | | | 1,585,654 | |
| T. Rowe Price Funds | | T. Rowe Price Science & Technology | | | 2,155,470 | |
| T. Rowe Price Funds | | T. Rowe Price Mid-Cap Growth | | | 3,490,857 | |
| T. Rowe Price Funds | | T. Rowe Price Equity-Income | | | 3,871,855 | |
| American Century Investments | | American Century Small Cap Value | | | 3,059,452 | |
| American Funds | | American Funds Growth AM R3 | | | 2,955,179 | |
| American Funds | | Am Funds EuroPacific Growth R3 | | | 5,696,449 | |
| IndyMac Bancorp, Inc.* | | Common Stock | | | 12,801,246 | |
| Countrywide Financial Corporation | | Common Stock | | | 1,013,942 | |
| Participant Notes Receivable* | | Rates range from 6.00% to 11.50% | | | 2,520,100 | |
| | | | | | |
| Total | | | | $ | 101,377,963 | |
| | | | | | |
14
