SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 1999 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] 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 INDYMAC/INDYMAC MORTGAGE HOLDINGS, INC. 401(k) PLAN __________________________ INDYMAC MORTGAGE HOLDINGS, INC. (Exact name of registrant as specified in its charter) 155 North Lake Avenue, Pasadena, California 91101-7211 (Address of principal executive office) FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements Filed as a part of this report on Form 11-K are the audited financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA as of and for the year ended December 31, 1999. (b) Exhibit 23. Consent of Independent Certified Public Accountants SIGNATURES 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 thereunto duly authorized. IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan --------------------------------------------------- (Name of Plan) Date: June 28, 2000 By: /s/ Carmella Grahn ------------------ Name: Carmella Grahn Title: Executive Vice President, Chief Financial Officer IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan Financial Statements and Supplemental Schedules December 31, 1999 TABLE OF CONTENTS Report of Independent Certified Public Accountants.......... 1 Statements of Net Assets Available for Benefits............. 2 Statement of Changes in Net Assets Available for Benefits... 3 Notes to Financial Statements............................... 5 Supplemental Schedules Schedule of Assets Held for Investment Purposes............. 9 Schedule of Reportable Transactions......................... 10 Exhibits Consent of Independent Certified Public Accountants......... 11 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS -------------------------------------------------- Board of Directors IndyMac Mortgage Holdings, Inc. We have audited the accompanying statements of net assets available for benefits of IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan as of December 31, 1999 and 1998, and the related statement 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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1999, and reportable transactions for the year then ended, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. GRANT THORNTON LLP Los Angeles, California June 1, 2000 1 IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan Statements of Net Assets Available for Benefits As of December 31, 1999 and 1998 1999 1998 ---------- ---------- Assets Investments, at fair value: Participant directed investments $6,926,068 $4,780,550 Countrywide Credit Industries, Inc. Common Stock * 701,204 1,479,486 IndyMac Mortgage Holdings, Inc. Common Stock * 1,849,437 730,504 Participant notes receivable 199,410 139,883 Other - 10,529 ---------- ---------- Total investments 9,676,119 7,140,952 Receivables: Employer's contributions 18,711 18,884 Participants' contributions 58,300 48,767 ---------- ---------- Total receivables 77,011 67,651 ---------- ---------- Net Assets Available for Benefits $9,753,130 $7,208,603 ========== ========== * Parties-in-interest The accompanying notes are an integral part of these statements. 2 IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan Statement of Changes in Net Assets Available for Benefits With Fund Information Year Ended December 31, 1999 Non - Participant Directed ---------------------------------- Countrywide Participant Credit Industries IndyMac Mortgage Directed Inc. Holdings, Inc. Investments Common Stock Common Stock -------------- ------------- ------------------ Additions to net assets attributed to: Investment Income: Net appreciation (depreciation) in fair value of investments $ 847,982 $ (713,196) $ 240,347 Capital Gains 81,324 - - Dividends 137,042 8,092 241,173 -------------- -------------- -------------- 1,066,348 (705,104) 481,520 Contributions: Employer's - - 686,165 Participants' 1,751,532 - 94,072 Rollovers 60,626 - 10,793 -------------- -------------- -------------- 1,812,158 - 791,030 -------------- -------------- -------------- Total Additions 2,878,506 (705,104) 1,272,550 Deductions from net assets attributed to: Distributions paid to participants 1,016,695 425 1,710 Administrative expenses 19,133 - - -------------- -------------- -------------- Total Deductions 1,035,828 425 1,710 -------------- -------------- -------------- Net increase (decrease) prior to interfund transfers 1,842,678 (705,529) 1,270,840 Interfund transfers (net) 302,840 (72,753) (151,907) -------------- -------------- -------------- Net increase (decrease) 2,145,518 (778,282) 1,118,933 Net Assets Available for Benefits: December 31, 1998 4,780,550 1,479,486 730,504 -------------- -------------- -------------- December 31, 1999 $ 6,926,068 $ 701,204 $ 1,849,437 ============== ============== ============== Participant Notes Receivable Other Receivables Total ----------- ------ ----------- ------- Additions to net assets attributed to: Investment Income: Net appreciation (depreciation) in fair value of investments $ - $ - $ - $ 375,133 Capital Gains - - - 81,324 Dividends - - - 386,307 -------- --------- --------- ------------ - - - 842,764 Contributions: Employer's - - 18,711 704,876 Participants' 59,527 - 58,300 1,963,431 Rollovers - - - 71,419 -------- --------- --------- ------------ 59,527 - 77,011 2,739,726 -------- --------- --------- ------------ Total Additions 59,527 - 77,011 3,582,490 Deductions from net assets attributed to: Distributions paid to participants - - - 1,018,830 Administrative expenses - - - 19,133 -------- --------- --------- ------------ Total Deductions - - - 1,037,963 -------- --------- --------- ------------ Net increase (decrease) prior to interfund transfers 59,527 - 77,011 2,544,527 Interfund transfers (net) - (10,529) (67,651) - -------- --------- --------- ------------ Net increase (decrease) 59,527 (10,529) 9,360 2,544,527 Net Assets Available for Benefits: December 31, 1998 139,883 10,529 67,651 7,208,603 -------- --------- --------- ------------ December 31, 1999 $199,410 $ - $ 77,011 $ 9,753,130 ======== ========= ========= ============ The accompanying notes are an integral part of this statement. 3 IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan Statement of Changes in Net Assets Available for Benefits With Fund Information Year Ended December 31, 1998 Non - Participant Directed ------------------------------------------- Countrywide Participant Credit Industries IndyMac Mortgage Directed Inc. Holdings, Inc. Investments Common Stock Common Stock ------------ ----------------- ---------------- Additions to net assets attributed to: Investment Income: Net appreciation (depreciation) in fair value of investments $ 260,930 $ 290,116 $(779,514) Capital Gains 289,663 - - Dividends - 6,650 71,231 ---------- ---------- --------- 550,593 296,766 (708,283) Contributions: Employer's - - 777,091 Participants' 1,680,122 - 25,916 Rollovers 297,281 - 12,419 ---------- ---------- --------- 1,977,403 - 815,426 ---------- ---------- --------- Total Additions 2,527,996 296,766 107,143 Deductions from net assets attributed to: Distributions paid to participants 370,644 61,911 10,397 Administrative expenses 1,413 - - ---------- ---------- --------- Total Deductions 372,057 61,911 10,397 ---------- ---------- --------- Net increase (decrease) prior to interfund transfers 2,155,939 234,855 96,746 Interfund transfers (net) 248,522 (847,875) 515,048 ---------- ---------- --------- Net increase (decrease) 2,404,461 (613,020) 611,794 Net Assets Available for Benefits: December 31, 1997 2,376,089 2,092,506 118,710 ---------- ---------- -------- December 31, 1998 $4,780,550 $1,479,486 $730,504 ========== ========== ======== Participant Notes Receivable Other Receivables Total ------------ --------- ----------- --------- Additions to net assets attributed to: Investment Income: Net appreciation (depreciation) in fair value of investments $ - $ - $ - $ (228,468) Capital Gains - - - 289,663 Dividends - - - 77,881 -------- --------- --------- ---------- - - - 139,076 Contributions: Employer's - (134,545) 18,884 661,430 Participants' 62,584 (120,323) 48,767 1,697,066 Rollovers - - - 309,700 -------- --------- --------- ---------- 62,584 (254,868) 67,651 2,668,196 -------- --------- --------- ---------- Total Additions 62,584 (254,868) 67,651 2,807,272 Deductions from net assets attributed to: Distributions paid to participants - 73,364 - 516,316 Administrative expenses - 412 - 1,825 -------- --------- --------- ---------- Total Deductions - 73,776 - 518,141 -------- --------- --------- ---------- Net increase (decrease) prior to interfund transfers 62,584 (328,644) 67,651 2,289,131 Interfund transfers (net) - 339,173 (254,868) - -------- --------- --------- ---------- Net increase (decrease) 62,584 10,529 (187,217) 2,289,131 Net Assets Available for Benefits: December 31, 1997 77,299 - 254,868 4,919,472 -------- --------- --------- ---------- December 31, 1998 $139,883 $ 10,529 $ 67,651 $7,208,603 ======== ========= ========= ========== The accompanying notes are an integral part of this statement. INDYMAC/INDYMAC MORTGAGE HOLDINGS, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 NOTE 1 - DESCRIPTION OF PLAN - ---------------------------- Effective July 1, 1997, IndyMac Mortgage Holdings, Inc. and IndyMac, Inc. (the "Companies") established and adopted the IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan (the "Plan") for the benefit of their eligible employees. The Plan was established to provide continuation of the benefits provided pursuant to the Countrywide Credit Industries, Inc. 401(k) Plan for participants who transferred employment from Countrywide Credit Industries, Inc. to IndyMac Mortgage Holdings, Inc. or IndyMac, Inc. and to provide retirement savings benefits to new employees of the Companies. The trustee of the Plan was Scudder Trust Company from inception of the Plan through October 31, 1999. Effective November 1, 1999, Principal Life Insurance Company became the trustee of the Plan. The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering substantially all employees of the Companies 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 Each year, participants may contribute up to 16% of annual compensation to a maximum of $10,000 of pre-tax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified plans ("rollover contributions"). The Companies may determine, at their discretion, employer matching contributions to be made. During the years ended December 31, 1999 and 1998, the Companies contributed 75% of the first 3% of the participant's annual compensation that a participant contributes to the Plan and 25% of the second 3% of the participant's annual compensation that a participant contributed to the Plan. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of the Companies' contributions and Plan earnings. Allocations are based upon the number of units of the Plan in each participant's account. Forfeited balances of terminated participants' nonvested accounts are applied as employer contributions made in advance, and reduce the Companies' future contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. VESTING Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Companies' contribution portion of their accounts plus actual earnings 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. 5 INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct employee contributions in any of several investment options. Employer contributions are invested in the common stock of IndyMac Mortgage Holdings, Inc. until the participant is fully vested, at which time the participant may elect to transfer their balance in the common stock of IndyMac Mortgage Holdings, Inc. to any of the investment options offered. Investment options are described below. Principal Investment Options (November 1, 1999 - December 31, 1999): - -------------------------------------------------------------------- MONEY MARKET - Monies are invested in high-quality, short-term securities. GOVERNMENT SECURITIES - Monies are invested in fixed-income securities of the U.S. government and related entities. LARGE CAP STOCK INDEX - Monies are invested in 500 of the nation's largest companies - the same ones found in the Standard & Poor's 500 Stock Index (S&P 500). LARGE COMPANY GROWTH - Monies are invested in stocks of large seasoned companies with competitive advantages and histories of above-average performance. LARGE COMPANY VALUE - Monies are invested in stocks of larger companies that is deemed to be undervalued. MEDIUM COMPANY GROWTH - Monies are invested in stocks of medium-sized companies that are focused on growing their businesses. SMALL COMPANY GROWTH - Monies are invested in stocks of small companies that are in the development stage. INDYMAC MORTGAGE HOLDINGS, INC. COMMON STOCK - Monies are invested in the common stock of IndyMac Mortgage Holdings, Inc. Scudder Investment Options (January 1, 1998 - October 31, 1999): - ---------------------------------------------------------------- SCUDDER GROWTH AND INCOME FUND - Monies are invested primarily in income- producing common and preferred stocks of growing established companies. SCUDDER INTERNATIONAL FUND - Monies are invested in a diversified portfolio of foreign stocks of growing established companies. SCUDDER INCOME FUND - Monies are invested in high-grade corporate bonds and government securities. SCUDDER CASH INVESTMENT TRUST - Monies are invested in a diversified portfolio of Treasury Bills, CD's, commercial paper, and other domestic money market securities maturing in less than one year. IDS NEW DIMENSIONS FUND - Monies are invested in the common stock of U.S. and foreign companies that show strong growth potential. IDS MUTUAL FUND - Monies are invested in medium to large U.S. and foreign companies' common stock and bonds. COUNTRYWIDE INSTITUTIONAL GOVERNMENT INCOME FUND - Monies are invested in short- term obligations issued or guaranteed by the U.S. Government. COUNTRYWIDE UTILITY FUND - Monies are invested in public utilities. COUNTRYWIDE EQUITY FUND - Monies are invested in the common stock of growing companies with long term capital appreciation potential. COUNTRYWIDE ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES FUND - Monies are invested in adjustable-rate mortgage-backed securities guaranteed by the U.S. Government. 6 COUNTRYWIDE INTERMEDIATE TERM GOVERNMENT INCOME FUND - Monies are invested in U.S. Treasury Bonds of 20 years or less. SCUDDER STOCK INDEX COMMON COLLECTIVE TRUST - Monies are invested in common stocks that seek to match the total return of the Standard & Poors' 500 Stock Index. COUNTRYWIDE CREDIT INDUSTRIES, INC. COMMON STOCK - Monies are invested in the common stock of Countrywide Credit Industries, Inc. INDYMAC MORTGAGE HOLDINGS, INC. COMMON STOCK - Monies are invested in the common stock of IndyMac Mortgage Holdings, Inc. PARTICIPANT NOTES RECEIVABLE Participants may elect to borrow from their accounts 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 10 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 rate commensurate with local prevailing rates as determined by the Benefits Committee. 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 or equal, or nearly equal, payments made at least annually for a period not to exceed 15 years. If the participant has invested in the pooled funds, he or she may elect to receive distributions of whole shares of the pooled funds with fractional shares paid in cash. FORFEITED ACCOUNTS At December 31, 1999 and 1998, forfeited nonvested accounts totaled $103,905 and $18,132, respectively. These accounts will be used to reduce future employer contributions. 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 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. 7 VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. Common stocks are valued based upon the stock price at the last reported sales price on the last business day of the plan year. The shares of registered investment companies are valued at quoted market prices which 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 administered by Principal Life Insurance Company. The fair values of the following individual investments at December 31, 1999 and December 31, 1998 represented 5% or more of the Plan's net assets: December 31, 1999 1998 -------------------- ------------------ Money Market $ 628,169 $ 403,022 Government Securities 560,448 331,182 Large Capital Stock Index 1,770,314 1,029,408 Large Company Growth 1,022,721 793,419 Vanguard Asset Allocation 455,769 390,014 Vanguard Growth & Income 1,405,919 1,077,759 Putnam International Growth A 685,524 424,775 Countrywide Credit Industries, Inc. Common Stock* 701,204 1,479,486 IndyMac Mortgage Holdings, Inc. Common Stock* 1,849,438 730,504 * Non-participant directed During the year ended December 31, 1999, the Plan's investments (including realized and unrealized gains and losses) appreciated in value by $375,133 as follows: Mutual Funds $ 872,321 Common Stock (472,849) U.S. Government Securities (24,339) --------- $ 375,133 ========= NOTE 4 - PLAN TERMINATION - ------------------------- Although it has not expressed any intent to do so, the Companies have 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 5 - TAX STATUS - ------------------- The Internal Revenue Service has determined and informed the Company by letter dated June 23, 1998 that the Plan qualifies under Section 401(b) of the Internal Revenue Code (IRC) and, therefore, the Plan is not subject to tax under present income tax law. The Benefits Committee is not aware of any course of action or events that have occurred that might adversely affect the Plan's qualified status. NOTE 6 - ADMINISTRATIVE EXPENSES - -------------------------------- Fees for the investment management services for the Plan are paid by the Companies. These fees amounted to $7,210 and $13,828 for the years ended December 31, 1999 and 1998, respectively. 8 Supplemental Schedules IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan Schedule of Assets Held for Investment Purposes December 31, 1999 Identity of Issue, Borrower, Lessor or Similar Party Description of Investment Cost Current Value ---------------------------------------------------- --------------------------- --------------- ------------- Assets Principal Life Insurance Company Money Market 622,890 $ 628,169 Principal Life Insurance Company Government Securities 561,906 560,448 Principal Life Insurance Company Large Cap Stock Index 1,633,572 1,770,315 Principal Life Insurance Comapny Large Company Growth 885,799 1,022,721 Principal Life Insurance Company Large Company Value 180,030 168,284 Principal Life Insurance Company Medium Company Growth 6,503 6,753 Principal Life Insurance Company Small Company Growth 5,417 5,821 Vanguard Group Vanguard Asset Allocation 472,092 455,769 Vanguard Group Vanguard Growth & Income 1,316,081 1,405,919 Invesco Family of Funds INVESCO Dynamics 46,447 47,189 T. Rowe Price Funds T. Rowe Price Science & Technology 165,452 169,156 Putnam Funds Putnam International Growth A 565,072 685,524 Countrywide Credit Industries, Inc. Common Stock 940,726 701,204 IndyMac Mortgage Holdings, Inc. Common Stock 1,897,909 1,849,437 Participant notes receivable - 199,410 ----------- ----------- Total $ 9,299,896 $ 9,676,119 =========== =========== IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan Schedule of Reportable Transactions Year Ended December 31, 1999 Identity of Purchase Selling Party Involved Description of Assets Units Price Price -------------------------------------------------------------------------------------------------------------------------- Category (iii) - series of transactions in excess of 5 percent of plan assets: Principal Money Market 17,087 $ 657,135 $ - Principal Money Market 890 - 34,499 Principal Government Securities 39,810 569,376 - Principal Government Securities 522 - 7,458 Principal Large Capital Stock Index 36,288 1,727,817 - Principal Large Capital Stock Index 1,980 - 101,697 Principal Large Company Growth 37,728 974,481 - Principal Large Company Growth 3,441 - 99,597 Principal Vanguard Asset Allocation 19,311 476,078 - Principal Vanguard Asset Allocation 161 - 3,847 Principal Vanguard Growth & Income 38,947 1,351,837 - Principal Vanguard Growth & Income 1,031 - 37,567 Principal Putnam International Growth A 23,753 580,895 - Principal Putnam International Growth A 656 - 18,304 Principal Countrywide Credit Industries, Inc. Common Stock 27,771 940,726 - Principal IndyMac Mortgage Holdings, Inc. Common Stock 142,064 1,923,023 - Principal IndyMac Mortgage Holdings, Inc. Common Stock 1,848 - 19,694 Identity of Cost Current Net Party Involved Description of Assets of Asset Value Gain or (Loss) ---------------------------------------------------------------------------------------------------------------------------- Category (iii) - series of transactions in excess of 5 percent of plan assets: Principal Money Market $ 657,135 $ 628,169 $ - Principal Money Market 34,245 34,499 254 Principal Government Securities 569,376 560,448 - Principal Government Securities 7,470 7,458 (12) Principal Large Capital Stock Index 1,727,817 1,770,315 - Principal Large Capital Stock Index 94,246 101,697 7,451 Principal Large Company Growth 974,481 1,022,721 - Principal Large Company Growth 88,682 99,597 10,915 Principal Vanguard Asset Allocation 476,078 455,769 - Principal Vanguard Asset Allocation 3,987 3,847 (140) Principal Vanguard Growth & Income 1,351,837 1,405,919 - Principal Vanguard Growth & Income 35,756 37,567 1,811 Principal Putnam International Growth A 580,895 685,524 - Principal Putnam International Growth A 15,823 18,304 2,481 Principal Countrywide Credit Industries, Inc. Common Stock 940,726 701,204 - Principal IndyMac Mortgage Holdings, Inc. Common Stock 1,923,023 1,849,437 - Principal IndyMac Mortgage Holdings, Inc. Common Stock 25,115 19,694 (5,421)