Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Certain statements contained in this Form 10-Q may be deemed to be forward-looking statements within the meaning of the federal securities laws. The words “anticipate,” “believe,” “estimate,” “expect,” “project,” “plan,” “forecast,” “intend,” “goal,” “target,” and similar expressions identify forward-looking statements that are inherently subject to risks and uncertainties, many 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 including industry volumes and margins; the level and volatility of interest rates; the Company’s hedging strategies, hedge effectiveness and asset and liability management; the accuracy of subjective estimates used in determining the fair value of financial assets of Indymac; the credit risks with respect to our loans and other financial assets; the actions undertaken by both current and potential new competitors; the availability of funds from Indymac’s lenders and from loan sales and securitizations to fund mortgage loan originations and portfolio investments; the execution of Indymac’s growth plans and ability to gain market share in a significant market transition; the impact of disruptions triggered by natural disasters; the impact of current, pending or future legislation, regulations or litigation; and other risk factors described in the reports that Indymac files with the Securities and Exchange Commission, including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its reports on Form 8-K. For further information on our risk factors, please refer to “Risk Factors” on pages 72 to 80 in the Company’s annual report on Form 10-K for the year ended December 31, 2006 (“2006 10-K”).

References to “Indymac Bancorp” or the “Parent Company” refer to the parent company alone, while references to “Indymac,” the “Company,” or “we” refer to the parent company and its consolidated subsidiaries. References to “Indymac Bank” or the “Bank” refer to our subsidiary IndyMac Bank, F.S.B. and its consolidated subsidiaries. The following discussion addresses the Company’s financial condition and results of operations for the three months ended March 31, 2007.

The following highlights the Company’s consolidated financial condition and results of operations for the quarters ended March 31, 2007 and 2006 and December 31, 2006:

The Company recorded net earnings of $52.4 million, or $0.70 per share, for the first quarter of 2007. This represents a decrease of 34% and 41% in net earnings and earnings per share compared with the net earnings of $79.8 million, or $1.18 per share, for the first quarter of 2006. Return on equity also decreased to 10% for the first quarter of 2007 from 20% for the first quarter of 2006. The decline in profitability is mainly attributable to lower MBR margin, lower thrift net interest margin and higher credit costs.

Although operating in a tougher mortgage environment, the Company’s total SFR mortgage production for the first quarter of 2007 grew 28% to $25.6 billion over the $20.0 billion for the first quarter of 2006 but remained relatively flat from the $25.9 billion for the fourth quarter of 2006. Market share based on the industry volume published by the MBA on April 23, 2007 increased to 3.92% from 3.19% and 3.64% for the quarters ended March 31, 2006 and December 31, 2006, respectively. Pipeline of SFR mortgage loans in process reached a record high of $16.1 billion, up from $11.7 billion and $11.8 billion for the quarters ended March 31, 2006 and December 31, 2006, respectively.

MBR margin declined to 0.68% for the quarter ended March 31, 2007 from 1.10% and 0.91% for the quarters ended March 31, 2006 and December 31, 2006, respectively. Our MBR margin declined primarily due to spread widening caused by the secondary market disruption in the first quarter of 2007, higher credit costs attendant with early payment defaults on loans prior to sale, an increased secondary market reserve provision and a loss on sale of loans previously held for investment. The Company sold $24.5 billion, or 96% of mortgage loans produced, generating $117.5 million in gain on sale in the first quarter of 2007. By comparison, the Company sold $16.7 billion, or 84% of mortgage loans produced, generating $141.2 million in gain on sale during the same period last year.

Thrift net interest margin was 2.11% for the quarter ended March 31, 2007, down from 2.42% for the quarter ended March 31, 2006 but comparable to the 2.09% for the quarter ended December 31, 2006. The Company

Credit costs during the current quarter increased significantly related to the loans held for sale portfolio, loans held for investment portfolio and secondary market reserve due primarily to increased delinquencies, non-performing loans and early payment defaults. As a result, credit related mark-to-market adjustments on loans held for sale increased $25.8 million to $65.3 million while provision for loan losses was $10.7 million during the first quarter of 2007. Moreover, the Company repurchased $224 million of loans mainly due to early payment defaults in the first quarter of 2007. Accordingly, provision for the secondary market reserve increased to $31.7 million compared to $4.5 million a year ago, and $13.2 million in the fourth quarter of 2006.

Operating expenses increased 26% to $215.8 million for the first quarter of 2007 compared to the first quarter of 2006. This is consistent with the growth in our operations and infrastructure investments to execute on our strategy to increase production and revenue as evidenced by an increase in average full-time equivalent employees (“FTE”) of 21% to 8,755 for the first quarter of 2007 compared to the first quarter of 2006. However, as a result of the cost saving initiatives we implemented beginning in January 2007, our operating expenses increased by 2% compared to the fourth quarter of 2006. The initiatives included a hiring freeze on non-revenue generating personnel, base salary freeze company-wide, significant variable compensation tied to revenue and EPS growth and goals to increase outsourcing and cut 5% of our non-labor expenses from our fourth quarter of 2006 run rate. Average FTE increased 3% from the fourth quarter of 2006.

The following tables summarize the Company’s financial results for the three months ended March 31, 2007 and 2006, by its two primary segments via each of its operating divisions. In the first quarter of 2007, we expanded our segment metrics to provide greater transparency in evaluating channel performance. The most significant change in the presentation of these segments is the separation of the “Other Retained Assets” from “MSRs and Other Retained Assets” under the mortgage banking segment and its inclusion in the thrift segment as “Residuals and Non-Investment Grade securities.” Along with the “Investment Grade” securities, there are now two components to the “Total Mortgage-Backed Securities” division under the thrift segment. This change enables us to manage all securities under one portfolio. This arrangement also allows for a more balanced utilization of capital by blending the capital requirements of these two portfolios of assets. See the “Capital Management” section at page 21 for further information on capital utilization. Lastly, “Interdivision Hedge Transactions” has been created to eliminate the effect of hedging transactions between the production divisions and the mortgage servicing divisions. For further discussions of other divisions within the mortgage banking and thrift segments, please refer to our 2006 10-K, pages 21 and 22.

The tables below summarize the quarter-over-quarter performance of Indymac’s divisions. Detailed operating results for each division are provided on pages 9 to 13.

Total capital deployed in our operating business segments increased 29% to $1.9 billion in the first quarter of 2007 and earned a 18% return on equity before the impact of corporate overhead. Net of corporate overhead and including the excess undeployed capital, Indymac’s average capital of $2.0 billion earned a 10% return on equity, down from 20% a year ago.

We deployed 33% of our capital, or $679.8 million into our mortgage production divisions in the first quarter of 2007, an increase of 33% over the first quarter of 2006. However, the return on equity declined by almost half from 51% to 26% reflecting much narrower MBR margins. MBR margin declined from 1.03% to 0.69% year over year, mainly due to widening spread caused by the disruptions in the secondary market and increased credit costs. The secondary market in the first quarter of 2007 was characterized by fewer buyers offering significantly lower prices. This is especially evident in the conduit division as net income declined 92% during the period. As a result, net income from the mortgage production divisions dropped 32% to $44.0 million. While earnings were negatively impacted by declining MBR margin, loan production grew 25% over the first quarter of 2006. Volume from the wholesale and correspondent divisions contributed $2.6 billion or 54% to this growth. Our conduit division also reflected an increase in production of 36%. Finally, our reverse mortgage division continued to demonstrate strong returns with earnings and production growth of 249% and 9%, respectively.

We deployed 16% of our capital, or $332.1 million, into the mortgage servicing divisions, up from 12% one year ago. The divisions earned a 30% ROE, an increase of 27% over the first quarter of 2006. Production from the customer retention division more than doubled to $1.1 billion. In addition, the division’s MBR margin increased 22 basis points to 1.42%. Combined with the increase in service fee income of $7.4 million due mostly to increased mortgage servicing assets and strong hedge performance, mortgage servicing divisions’ earnings increased 114% to $24.9 million for the first quarter of 2007.

We deployed 42% of our capital, or $852.0 million, to the thrift segment, a 17% increase over last year. Thrift’s return on equity declined from 25% to 14% over the same period. Thrift net interest margin for the Company declined from 2.42% to 2.11%. Factors contributing to the decline included negative impact from the inverted yield curve and increased credit costs due to worsening delinquencies. As a result, net interest income dropped 8% despite of a 23% increase in average interest earning assets and net income dropped further by 34% to $29.9 million for the first quarter 2007. However, this segment has to take steps in improving the net interest margin and the credit quality of its portfolio. During the first quarter of 2007, the thrift segment identified $1.3 billion of lower yielding loans and transferred them to the held for sale portfolio for future sale. The transfer also improved the portfolio’s product mix by reducing the percentage of interest only and 80/20 loans. $0.5 billion of these loans were sold during the quarter

The following tables summarize the Company’s financial results for the three months ended March 31, 2007 and 2006, illustrating the revenues earned by its two primary segments via each of its operating divisions:

The following tables provide additional detail on the results for the mortgage production divisions of our mortgage banking segment for the three months ended March 31, 2007 and 2006: