Board of Directors and Shareholders
IndyMac Bancorp, Inc.

We have audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheets of IndyMac Bancorp, Inc. and Subsidiaries as of December 31, 2001, and the related consolidated statements of earnings, shareholders’ equity and comprehensive income, and cash flows for the year then ended (not presented herein), and in our report dated January 22, 2002, we expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the information set forth in the accompanying condensed consolidated financial statements is fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived.

Ernst & Young LLP
Los Angeles, California
January 22, 2002

Board of Directors
IndyMac Bancorp, Inc.

We have audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of IndyMac Bancorp, Inc. and subsidiaries as of December 31, 2000, and related consolidated statements of earnings, shareholders’ equity and comprehensive income, and cash flows for the year then ended (not presented herein); and in our report dated January 22, 2001, we expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the information set forth in the accompanying consolidated financial statements is fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived.

We have also examined the pro forma adjustments reflecting the transaction described in note (1) and the application of those adjustments to the historical amounts in the accompanying pro forma statements of earnings of IndyMac Bancorp, Inc. and subsidiaries for the year ending December 31, 1999. The historical financial statements are derived from the historical financial statements of IndyMac Bancorp, Inc. (formerly IndyMac Mortgage Holdings, Inc.) and IndyMac, Inc., that were audited by us, which are incorporated by reference. Such pro forma adjustments are based upon management’s assumptions described in note (1). Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included such procedures as we considered necessary in the circumstances.

The objective of this pro forma financial information is to show what the significant effects on the historical financial information might have been had the transactions occurred at an earlier date. However, the pro forma financial statements are not necessarily indicative of the results of operations that would have been attained had the above-mentioned transaction actually occurred earlier.

In our opinion, management’s assumptions provide a reasonable basis for presenting the significant effects directly attributable to the above-mentioned transactions described in note (1), the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma statement of earnings for the year ended December 31, 1999.

Grant Thornton LLP
Los Angeles, California
January 22, 2001 except for the paragraphs regarding pro forma financial information as to which the date is March 2, 2001.

Report of management

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, 2001, and for the year then ended included in the December 31, 2001 consolidated financial statements of IndyMac Bancorp, Inc. and the Bank’s Thrift Financial Report. 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 States 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 mater 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, 2001. This assessment was based on criteria for effective internal control over financial reporting described in the “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the 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, 2001 based on the specific criteria.

Michael Perry
Vice-Chairman and
Chief Executive Officer

Carmella Grahn
Executive Vice President and
Chief Financial Officer

Jeff Lankey
Senior Vice President and
Chief Accounting Officer

January 22, 2002

Report of independent accountants — Ernst & Young LLP

Board of Directors and Shareholders
IndyMac Bank, F.S.B.

We have examined management’s assertion, included in the accompanying Report of Management, that IndyMac Bank, F.S.B. (the “Bank”) maintained effective internal control over financial reporting as of December 31, 2001 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 the 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, 2001, 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.

Ernst & Young LLP
Los Angeles, California
January 22, 2002



Forward-looking Statements

Certain statements contained herein may be deemed to be forward-looking statements within the meaning of the federal securities laws. The words “believe,” “expect,” “forecast,” “anticipate,” “estimate,” “project,” “plan,” and similar expressions identify forward-looking statements that are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including the effect of economic and market conditions; the level and volatility of interest rates; the accuracy of subjective estimates used in determining the fair value of certain financial assets of IndyMac; the impact of recently issued financial accounting standards; the actions undertaken by both current and potential new competitors; the availability of funds from IndyMac’s lenders to fund future mortgage loan originations or portfolio investments; the execution of IndyMac’s growth plans related to the consumer banking operation; the impact of current, pending or future legislation and regulations; and other risk factors outlined in the reports that IndyMac files with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and its reports on Form 8-K.