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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2000
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2000
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 BANK, F.S.B. 401(k) PLAN
--------------------------
INDYMAC BANCORP, 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, 2000.
(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 Bank, F.S.B. 401(k) Plan
(Name of Plan)
Date: June 29, 2001 By: /s/ Carmella Grahn
---------------------------------
Name: Carmella Grahn
Title: Executive Vice President,
Chief Financial Officer
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IndyMac Bank, F.S.B. 401(k) Plan
Financial Statements and Supplemental Schedule
December 31, 2000
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 Schedule
Schedule of Assets Held for Investment Purposes ............................. 9
Exhibit
Consent of Independent Certified Public Accountants ......................... 10
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
IndyMac Bancorp
We have audited the accompanying statements of net assets available for benefits
of IndyMac Bancorp 401(k) Plan as of December 31, 2000 and 1999 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 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 IndyMac Bancorp
401(k) Plan as of December 31, 2000 and 1999 and the changes in those net assets
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2000 is presented for purposes of
additional analysis and is not a required part of the basic 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 supplementary schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
GRANT THORNTON, LLP
Los Angeles, California
June 8, 2001
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INDYMAC BANK, F.S.B. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31,
2000 1999
------------ ----------
ASSETS
Investments, at fair value:
Participant directed investments $ 9,065,641 $6,926,068
IndyMac Bancorp, Inc. Common Stock* 6,037,530 1,849,437
Countrywide Credit Industries, Inc. Common Stock 1,289,640 701,204
Participant notes receivable 469,345 199,410
------------ ----------
Total investments 16,862,156 9,676,119
Receivables:
Employer's contributions 45,783 18,711
Participants' contributions 164,958 58,300
------------ ----------
Total receivables 210,741 77,011
------------ ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 17,072,897 $9,753,130
============ ==========
* Parties-in-interest
The accompanying notes are an integral part of these statements.
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INDYMAC BANK, F.S.B. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 2000
Non - Participant Directed
------------------------------
Countrywide
Credit IndyMac
Participant Industries Bancorp, Participant
Directed Inc. Inc. Notes
Investments Common Stock Common Stock Receivable
----------- ----------- ----------- --------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment Income:
Net appreciation (depreciation) in
fair value of investments $(1,009,211) $ 655,381 $ 3,167,848 $ --
Capital gains 218,111 -- -- --
Dividends 44,015 5,273 -- --
----------- ----------- ----------- --------
(747,085) 660,654 3,167,848 --
Contributions:
Employer's -- -- 1,088,631 7,104
Participants' 3,403,397 -- 163,599 194,617
Rollovers 498,622 -- 48,393 68,214
----------- ----------- ----------- --------
3,902,019 -- 1,300,623 269,935
----------- ----------- ----------- --------
TOTAL ADDITIONS 3,154,934 660,654 4,468,471 269,935
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions paid to participants 1,231,752 48,483 161,552 --
Administrative expenses 7,055 -- -- --
----------- ----------- ----------- --------
TOTAL DEDUCTIONS 1,238,807 48,483 161,552 --
----------- ----------- ----------- --------
NET INCREASE PRIOR TO INTERFUND TRANSFERS 1,916,127 612,171 4,306,919 269,935
INTERFUND TRANSFERS (NET) 219,859 (23,735) (119,113) --
----------- ----------- ----------- --------
NET INCREASE 2,135,986 588,436 4,187,806 269,935
NET ASSETS AVAILABLE FOR BENEFITS:
December 31, 1999 6,926,068 701,204 1,849,437 199,410
----------- ----------- ----------- --------
December 31, 2000 $ 9,062,054 $ 1,289,640 $ 6,037,243 $469,345
=========== =========== =========== ========
Receivables TOTAL
----------- -----------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment Income:
Net appreciation (depreciation) in
fair value of investments $ -- $ 2,814,018
Capital gains -- 218,111
Dividends -- 49,288
----------- -----------
-- 3,081,417
Contributions:
Employer's 45,783 1,141,518
Participants' 168,832 3,930,445
Rollovers -- 615,229
----------- -----------
214,615 5,687,192
----------- -----------
TOTAL ADDITIONS 214,615 8,768,609
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions paid to participants -- 1,441,787
Administrative expenses -- 7,055
----------- -----------
TOTAL DEDUCTIONS -- 1,448,842
----------- -----------
NET INCREASE PRIOR TO INTERFUND TRANSFERS 214,615 7,319,767
INTERFUND TRANSFERS (NET) (77,011) --
----------- -----------
NET INCREASE 137,604 7,319,767
NET ASSETS AVAILABLE FOR BENEFITS:
December 31, 1999 77,011 9,753,130
----------- -----------
December 31, 2000 $ 214,615 $17,072,897
=========== ===========
The accompanying notes are an integral part of this statement.
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INDYMAC BANK, F.S.B. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1999
Non - Participant Directed
-----------------------------
Countrywide
Credit IndyMac
Participant Industries Bancorp, Participant
Directed Inc. Inc. Notes
Investments Common Stock Common Stock Receivable
----------- ----------- ----------- --------
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 59,527
Rollovers 60,626 -- 10,793 --
----------- ----------- ----------- --------
1,812,158 -- 791,030 59,527
----------- ----------- ----------- --------
TOTAL ADDITIONS 2,878,506 (705,104) 1,272,550 59,527
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 59,527
INTERFUND TRANSFERS (NET) 302,840 (72,753) (151,907) --
----------- ----------- ----------- --------
NET INCREASE (DECREASE) 2,145,518 (778,282) 1,118,933 59,527
NET ASSETS AVAILABLE FOR BENEFITS:
December 31, 1998 4,780,550 1,479,486 730,504 139,883
----------- ----------- ----------- --------
December 31, 1999 $ 6,926,068 $ 701,204 $ 1,849,437 $199,410
=========== =========== =========== ========
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' -- 58,300 1,963,431
Rollovers -- -- 71,419
-------- ----------- ----------
-- 77,011 2,739,726
-------- ----------- ----------
TOTAL ADDITIONS -- 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 -- 77,011 2,544,527
INTERFUND TRANSFERS (NET) (10,529) (67,651) --
-------- ----------- ----------
NET INCREASE (DECREASE) (10,529) 9,360 2,544,527
NET ASSETS AVAILABLE FOR BENEFITS:
December 31, 1998 10,529 67,651 7,208,603
-------- ----------- ----------
December 31, 1999 $ -- $ 77,011 $9,753,130
======== =========== ==========
The accompanying notes are an integral part of this statement.
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INDYMAC BANK, F.S.B. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 1 - DESCRIPTION OF PLAN
IndyMac Bank, F.S.B., the wholly owned subsidiary of IndyMac Bancorp, Inc.
(formerly known as IndyMac Mortgage Holdings, Inc.) (together, "the Company")
assumed the obligations of IndyMac, Inc., a former wholly owned subsidiary of
IndyMac Bancorp, Inc., under the IndyMac, Inc./IndyMac Mortgage Holdings, Inc.
401(K) Plan, which was renamed the IndyMac Bank, F.S.B. 401(k) Plan (the "Plan")
for the benefit of the Company's 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 the Company and to provide retirement
savings benefits to new employees of the Company. 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 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
Each year, participants may contribute up to 16% of annual compensation to a
maximum of $10,500 of pre-tax annual compensation, as defined in the Plan.
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, 2000 and 1999, the Company 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 Company's 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 Company's 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 Company's 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.
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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 Bancorp, Inc. until the participant is fully vested, at
which time the participant may elect to transfer their balance in the common
stock of IndyMac Bancorp, Inc. to any of the investment options offered.
Investment options are described below.
PRINCIPAL INVESTMENT OPTIONS (NOVEMBER 1, 1999 -- DECEMBER 31, 2000):
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
are 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 BANCORP, INC. COMMON STOCK -- Monies are invested in the common stock of
IndyMac Bancorp, Inc.
SCUDDER INVESTMENT OPTIONS (JANUARY 1, 1999 -- 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.
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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.
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 BANCORP, INC. COMMON STOCK -- Monies are invested in the common stock of
IndyMac Bancorp, 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, 2000 and 1999, forfeited nonvested accounts totaled $4,755 and
$103,905, 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.
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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, 2000 and December 31, 1999 represented 5% or more of the Plan's net
assets:
December 31,
2000 1999
---------- ----------
Money Market $1,839,797 $ 628,169
Government Securities 584,957 560,448
Large Capital Stock Index 1,641,567 1,770,314
Large Company Growth 944,923 1,022,721
Vanguard Asset Allocation 499,057 455,769
Vanguard Growth & Income 1,413,343 1,405,919
Putnam International Growth A 640,579 685,524
IndyMac Bancorp, Inc. Common Stock* 6,037,530 1,849,437
Countrywide Credit Industries, Inc. Common Stock* 1,289,640 701,204
* Non-participant directed
During the year ended December 31, 2000, the Plan's investments (including
realized and unrealized gains and losses) appreciated in value by $2,814,018 as
follows:
Mutual Funds ($1,074,060)
Common Stock 3,823,229
U.S. Government Securities 64,849
-----------
$ 2,814,018
===========
NOTE 4 - 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 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
Company. These fees amounted to $58,672 and $7,210 for the years ended December
31, 2000 and 1999, respectively.
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SUPPLEMENTAL SCHEDULE
INDYMAC BANK, F.S.B. 401(k) PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
Identity of Issuer, Borrower, Lessor or Similar Party Description of Investment Current Value
- ----------------------------------------------------- ----------------------------------- --------------
ASSETS
Principal Life Insurance Company Money Market $ 1,839,797
Principal Life Insurance Company Government Securities 584,957
Principal Life Insurance Company Large Cap Stock Index 1,641,567
Principal Life Insurance Company Large Company Growth 944,923
Principal Life Insurance Company Large Company Value 212,473
Principal Life Insurance Company Medium Company Growth 117,434
Principal Life Insurance Company Small Company Growth 79,051
Vanguard Group Vanguard Asset Allocation 499,058
Vanguard Group Vanguard Growth & Income 1,413,343
Invesco Family of Funds INVESCO Dynamics 424,049
T. Rowe Price Funds T. Rowe Price Science & Technology 668,410
Putnam Funds Putnam International Growth A 640,579
IndyMac Bancorp, Inc. Common Stock Common Stock 6,037,530
Countrywide Credit Industries, Inc. Common Stock Common Stock 1,289,640
Participant notes receivable Rates Range from 10.25% to 11.50% 469,345
------------
Total $ 16,862,156
============
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EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the following Registration
Statement of our report dated June 8, 2001, with respect to the financial
statements and schedule of the IndyMac Bank, F.S.B. 401(k) Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 2000:
Registraton
Statement
Number Form Description
- --------------- ------ ------------------------------------------------
333-36085 S-8 Registration of 401(k) Plan Stock
GRANT THORNTON, LLP
Los Angeles, California
June 8, 2001
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