EXHIBIT 99.4
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Shareholders
IndyMac Bank, F.S.B.
We have examined management's assertion, included in the accompanying Report of
Management on Internal Control over Financial Reporting, that IndyMac Bank,
F.S.B. (the "Bank") maintained effective internal control over financial
reporting as of December 31, 2002 based on criteria established in the "Internal
Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Bank management has informed us that
the scope of its assertion includes financial reporting presented in conformity
with accounting principles generally accepted in the United States and Thrift
Financial Reports presented in conformity with the Office of Thrift Supervision
Instructions for Thrift Financial Reports. Management is responsible for
maintaining effective internal control over financial reporting. Our
responsibility is to express an opinion on management's assertion based on our
examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included obtaining an understanding of internal control over
financial reporting, testing, and evaluating the design and operating
effectiveness of the internal control, and performing such other procedures as
we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion.
Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of internal control over financial reporting to future periods are
subject to the risk
that internal control may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assertion, that IndyMac Bank, F.S.B. maintained
effective internal control over financial reporting as of December 31, 2002, as
described above, is fairly stated, in all material respects, based on criteria
established in the "Internal Control-Integrated Framework" issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
/s/ ERNST & YOUNG LLP
January 24, 2003
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REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
FINANCIAL STATEMENTS
IndyMac Bank, F.S.B. (the "Bank") is responsible for the preparation, integrity
and fair presentation of its published consolidated financial statements as of
December 31, 2002, and for the year then ended included in the December 31, 2002
consolidated financial statements of IndyMac Bancorp, Inc. The consolidated
financial statements of the Bank have been prepared in accordance with
accounting principles generally accepted in the United States and, as such,
include some amounts that are based on judgments and estimates of management.
INTERNAL CONTROL OVER FINANCIAL REPORTING
We, as management of the Bank, are responsible for establishing and maintaining
effective internal control over financial reporting as it relates to its
consolidated financial statements presented in conformity with accounting
principles generally accepted in the United Sates and the Office of Thrift
Supervision Instructions for Thrift Financial Reports (TFR instructions).
Internal control is designed to provide reasonable assurance to the Bank's
management and board of directors regarding the preparation of reliable
published financial statements. Internal control over financial reporting
includes self-monitoring mechanisms and actions are taken to correct
deficiencies as they are identified.
Because of the inherent limitations in any internal control, no matter how well
designed, misstatements due to error or fraud may occur and not be detected,
including the possibility of the circumvention or overriding of controls.
Accordingly, even effective internal control over financial reporting can
provide only reasonable assurance with respect to financial statement
preparation. Further, because of changes in conditions, internal control
effectiveness may vary over time.
Management assessed the Bank's internal control over financial reporting as it
relates to its consolidated financial statements presented in conformity with
accounting principles generally accepted in the United States and the TFR
instructions as of December 31, 2002. This assessment was based on criteria for
effective internal control over financial reporting described in "Internal
Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of Treadway Commission. Based on this assessment, we assert that
the Bank maintained effective internal control over financial reporting as it
relates to its consolidated financial statements presented in conformity with
accounting principles generally accepted in the United States and the TFR
instructions as of December 31, 2002 based on the specific criteria.
/s/Michael Perry
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Michael Perry
Chairman and Chief Executive Officer
Chief Executive Officer
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/s/ Scott Keys
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Scott Keys
Executive Vice President and
Chief Financial Officer
/s/ Jeff Lankey
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Jeff Lankey
Senior Vice President and
Chief Accounting Officer
January 24, 2003